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Terms of Use






Terms of Use


Last Revised: June 26, 2020


PLEASE READ CAREFULLY: THESE TERMS OF USE ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN THE ENTITY ON WHOSE BEHALF YOU ARE ACTING ("ADVISER"), AND VOYANT, INCORPORATED, A DELAWARE CORPORATION ("VOYANT", COLLECTIVELY WITH ADVISER, THE "PARTIES", AND EACH, A "PARTY"). THESE TERMS OF USE ONLY APPLY TO FINANCIAL ADVISERS. IF YOU ARE AN INDIVIDUAL USER, THE TERMS OF SERVICE FOR USERS APPLY INSTEAD.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS.

BY USING VOYANT ADVISER (THE "SERVICE"), ADVISER AGREES TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") AND REPRESENTS AND WARRANTS THAT IT CAN LEGALLY ENTER INTO THIS AGREEMENT AND SATISFY ALL OF THE REQUIREMENTS CONTAINED HEREIN. IF ADVISER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, IT MAY NOT USE THE SERVICE.

ARTICLE 1

BACKGROUND

Voyant provides web-based financial planning products and services, including the Service. Adviser desires to obtain access to the Service, pursuant to the terms and conditions of this Agreement. Our Security Policy, Cookies Policy, and Privacy Policy are incorporated into and form part of this Agreement.

ARTICLE 2

ADVISER ADMINISTRATOR

Adviser shall designate one contact and one alternate as the responsible party for communication with Voyant during the term of this agreement ("Voyant Administrator"). The Voyant Administrator shall have the authority to bind the Adviser, including without limitation by agreeing to updates to this Agreement and Adviser warrants that its Voyant Administrator has all requisite authority to do so. It is Adviser's obligation to ensure that its Voyant Administrator reads and understands such updates. Adviser shall act hereunder through the Voyant Administrator, except that another duly authorised representative of Adviser may change the Voyant Administrator by giving written notice to Voyant in accordance with the terms hereof.

ARTICLE 3

AUTHORISED USER ACCOUNTS

3.1The Voyant Administrator may establish accounts for Adviser's employees or independent contractors to use the Service on behalf of Adviser ("Authorised Users"). Authorised Users shall not be entitled to use the Service, and Adviser shall not permit them to do so, if this Agreement has terminated or Adviser's access to the Service has been terminated or suspended. Adviser shall be responsible for all use of the Service by its Authorized Users.
3.2Adviser shall ensure that, before it permits each Authorised User to access its account set up by the Voyant Administrator in accordance with the instructions provided by Voyant, such Authorised User acknowledges and agrees to the terms of service for users (the "User Terms"). Voyant may refuse to permit an Authorised User to access the Service unless the Authorised User has agreed to the User Terms and is in compliance with its obligations thereunder.
3.3Voyant will make its privacy statement available on the Site for Authorised Users to access ("Privacy Statement"). Adviser shall be responsible for any breach of the User Terms or Voyant's Privacy Statement by an Authorised User. Adviser shall immediately notify Voyant if Adviser or an Authorised User becomes aware of any violation of the terms of this Agreement, User Terms or Privacy Statement. Adviser is solely responsible for determining the skill, competence, character and other attributes of its Authorised Users and for ensuring that the access it gives to an Authorised User does not breach any statutes or regulations.

ARTICLE 4

ADVISER ASSISTANCE

Adviser shall provide Voyant with all information and assistance reasonably required for Voyant to activate and operate the Service and provide it to Adviser pursuant to this Agreement. Adviser grants Voyant all rights or licenses necessary for Voyant to use such information in connection with the provision of the Service. Adviser warrants that it has provided complete and accurate billing and contact information in connection with the establishment of Adviser's account for the Service, and Adviser agrees to notify Voyant of any changes to such information. When establishing an account for an Authorised User, Adviser shall provide complete and accurate registration information for each Authorised User.

ARTICLE 5

PRIVACY & SECURITY; SERVICE AVAILABILITY

5.1The Privacy Policy sets out all personal data collected and processed by us in connection with the Site and/or Service.
5.2Adviser acknowledges that Voyant may host the Service using its own infrastructure or may engage third parties to host the Service on its behalf. Voyant may provide updates to the Service at Voyant's discretion at no charge to Adviser, and system maintenance may take place from time to time, whether on a scheduled or emergency basis. During such times, the Service may be unavailable. Subject to Article 17, Voyant shall not be liable for any loss, liability or damage arising as a result of the Services being unavailable due to maintenance being undertaken, whether on a scheduled or emergency basis.

ARTICLE 6

LICENCE GRANT

Subject to the terms and conditions of this Agreement including without limitation the restrictions set forth below, Voyant hereby grants Adviser a non-exclusive, non-transferable right to use the Service, solely for Adviser's own internal business purposes (including for the purpose of providing financial advice to individual clients of Adviser). All rights not expressly granted to Adviser are reserved by Voyant and its licensors.

ARTICLE 7

CONDUCT AND RESTRICTIONS

7.1Notwithstanding anything else in this Agreement, Adviser may not access the Service or authorise anyone to access the Service if Adviser is a direct competitor of Voyant, unless Voyant has provided its prior written consent to this following Adviser's disclosure to Voyant of Adviser's status as a competitor.
7.2Adviser may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Adviser shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Voyant Content (as defined in Article 12) in any way or use it in a service bureau or any other manner to provide services to a third party; (ii) copy, translate, modify or make derivative works based upon the Service or the Voyant Content, save that the Adviser may make such number of backup copies reasonably necessary to support the Adviser's use of the Services in accordance with this Agreement; (iii) create Internet "links" to the Service or "frame" or "mirror" any Voyant Content on any other server or wireless or Internet-based device; (iv) except to the extent that applicable law permits, notwithstanding any contractual prohibition, reverse engineer, de-compile, disassemble, or otherwise attempt to derive the source code of the Service including without limitation in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service; or (v) remove, obscure, or alter any copyright notice, trademarks, logos and trade names, or other proprietary rights notices affixed to, or contained within the Service.
7.3Adviser further agrees to not use the Service to:
(a)upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in each case as determined by Voyant);
(b) impersonate any person or entity, including, but not limited to, a Voyant employee, or falsely state or otherwise misrepresent Adviser's affiliation with a person or entity;
(c) to send commercial, political, or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in Adviser's use of the Services it must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
(e) upload, post, email, transmit or otherwise make available any content that Adviser does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
(g) upload, post, email, transmit or otherwise make available any material that contains software viruses, worms, Trojan horses or any other computer code, scripts, agents, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(h) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service (each a "User") are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;
(i) interfere with or disrupt the Service or servers or networks connected to the Service, disobey any requirements, procedures, policies or regulations of networks connected to the Service, or use the Service for any fraudulent purpose;
(j) intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including, but not limited to (i) regulations promulgated by the Canadian Securities Administrators, Ontario Securities Commission, and other provincial securities regulators, U.S. Securities and Exchange Commission, the Financial Conduct Authority or the United Kingdom Listing Authority, (ii) rules of any national or other securities exchange, including, without limitation, the Toronto Stock Exchange, London Stock Exchange, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and (iii) any regulations having the force of law;
(k) provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the Canadian government, United States government or the government of the United Kingdom as a foreign terrorist organization pursuant to the applicable laws of those countries;
(l) "stalk" or otherwise harass another person or Authorised User;
(m) provide false identity information to gain access to or use the Service;
(n) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights;
(o) attempt to gain unauthorised access to the Service or its related systems or networks; and/or
(p) collect or store personal data about other Users in connection with the prohibited conduct and activities set forth in Sections (a) through (o) above.
7.4Adviser understands that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Voyant and/or content providers who provide content to the Service. Adviser may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorised reproduction, publication, further distribution or public exhibition of the Voyant Content (as defined in Article 12) or other materials provided on the Service, in whole or in part, is strictly prohibited.

ARTICLE 8

ADVISER RESPONSIBILITIES

8.1Adviser is responsible for all activity occurring under Adviser's account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Adviser's use of the Service, including those related to data protection, privacy, international communications and the transmission of technical or personal data. Adviser represents and warrants that it has obtained the consent of each person whose personal data it submits as part of any Adviser Data (as defined below) and that it shall not submit any personal data without first having obtained such consent.
8.2Adviser shall protect the confidentiality of all account information, including Adviser's, Voyant Administrator and each Authorised User's user name and passwords, and shall be solely responsible for ensuring that Authorised Users log out of the Service when they are not using it. Adviser shall: (i) notify Voyant immediately of any unauthorised use of any password or account or any other known or suspected breach of security; and (ii) report to Voyant immediately, and use reasonable efforts to stop immediately, any copying or distribution of Content that is known or suspected by Adviser, Voyant Administrator or Authorised Users to infringe another party's rights.

ARTICLE 9

CHARGES AND PAYMENT OF FEES

9.1If the Adviser has signed up for a free trial, Voyant will not invoice Adviser for the period of the free trial and shall not have any obligation to provide the Service outside the period of the free trial until it has obtained verbal or written confirmation from Adviser that it will pay the fees that will be the subject of such invoices.
9.2Subject to Section 9.1, Voyant shall invoice Adviser for the Service provided outside of the period of a free trial in accordance with Voyant's standard fee schedule (which is available by contacting Voyant support at or via telephone at 512.342.0079) unless Voyant and Adviser have specifically agreed otherwise.
9.3Each individual Authorised User must have their own distinct user account login. Authorised Users MAY NOT share user account logins in an effort to hide and lower the number of Authorised Users utilizing the Service.
9.4All fees are due and payable in full in Canadian Dollars without deduction, set off or counterclaim, within 30 days of the date of an invoice issued by Voyant. Payment may be made by a funds transfer from a PayPal account held in the name of Adviser or by a credit or debit card issued in the name of Adviser or by wire transfer from the Adviser. Adviser acknowledges that fees for the Service shall be paid in advance on an annual or monthly basis (depending on which option was selected by Adviser when establishing its account for the Service), and that the Service will not be initiated or renewed (as the case may be) until payment is received and processed by Voyant. All payment obligations are non-cancellable and all amounts paid are non-refundable.
9.5All fees are exclusive of applicable sales, excise, use taxes or similar taxes, including without limitation value-added tax ("VAT"), goods and services tax ("GST"), provincial sales tax ("PST"), Quebec Sales Tax ("QST") and/or harmonized sales tax ("HST"), as applicable. Adviser is responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
9.6The charge for any renewal term for the Service will be equal to the then-current number of Authorised Users multiplied by the fee for the Service in effect during the prior term, unless Voyant has given Adviser at least 30 days' prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Payment of this charge will entitle Adviser to authorise the then-current number of Authorised Users to use the Service. If Adviser wishes to increase the number then additional fees will be payable, as set out in Section 9.7.
9.7Fees for additional Authorised Users' access to the Service will be subject to the following:
(a) the period of permitted access of additional Authorised Users will be coterminous with the period in relation to which the fees for such additional Users have been paid;
(b) the fee(s) for the added Authorised Users shall be the then current, generally applicable fee; and
(c) in relation to Authorised Users added in the middle of a billing month, Voyant will charge Adviser in full for that billing month.

ARTICLE 10

NON-PAYMENT AND SUSPENSION

10.1 In addition to any other rights granted to Voyant herein, Voyant reserves the right to suspend or terminate access to the Service and/or this Agreement and Adviser's (and any Authorised Users') access to the Service if Adviser's account falls into arrears (i.e. any invoice is not paid within 30 days of the date of the invoice). Adviser will continue to be charged for Authorised Users during any period of suspension.
10.2 Any invoices that have not been paid within 30 days of the date of the invoice will be subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. All expenses and interest will accrue from the due date until it has been paid in full.
10.3 Subject to Article 14 below, if this Agreement is terminated for any reason, Adviser will be obligated to pay the balance due on Adviser's account computed in accordance with Article 9 above. Adviser agrees that Voyant may charge such unpaid fees to Adviser's PayPal account or credit or debit card or otherwise bill Adviser for such unpaid fees. Voyant reserves the right to impose a reconnection fee in the event Adviser is suspended and thereafter requests access to the Service.

ARTICLE 11

INTELLECTUAL PROPERTY OWNERSHIP

11.1 Voyant alone (and/or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Service, and any modifications, improvements, enhancements, upgrades, and derivative works related thereto, including any feedback, ideas, suggestions, comments, and questions of Adviser provided to Voyant in relation to the Service. Adviser agrees to assign and hereby does assign any and all right, title, and interest it may have or acquire in and to the foregoing to Voyant, and agrees to waive and hereby does waive all moral rights relating thereto. Adviser agrees to execute any document reasonably requested by Voyant to perfect and give full effect to this assignment and waiver of moral rights, including without limitation for registration with intellectual property authorities, such as the Canadian Intellectual Property Office and the United States Patent and Trademark Office.
11.2 This Agreement is not a sale and does not convey to Adviser or any Authorised User any rights of ownership in or related to the Service or any intellectual property rights related thereto. The Voyant name, the Voyant logo, and the product names associated with the Service are trademarks of Voyant or third parties, and no right or license is granted hereby to use them.

ARTICLE 12

CONTENT, ACCOUNT INFORMATION AND DATA

12.1 Adviser represents and warrants that: (i) Adviser owns any data that it posts to the Service (the "Adviser Content") or otherwise has the right to grant the license set forth in Section 12.2, and (ii) the posting of the Adviser Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity. Adviser agrees to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any Adviser Content posted to or through the Service.
12.2 Adviser hereby grants to Voyant a perpetual, non-exclusive, fully-paid, royalty-free, fully sublicensable, transferable, irrevocable, worldwide license to use any Adviser Content (in whole or in part) for the purpose of fulfilling its obligations under this Agreement and maintaining and running the Service.
12.3 The Service contains content of Voyant and/or its licensors ("Voyant Content"), (Voyant Content and Adviser Content are collectively referred to as the "Content"). Voyant Content is protected by copyright, trademark, and other laws, and Voyant (and/or its licensors) owns and retains all rights in Voyant Content.
12.4 Voyant does not control all of the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of the Content. Adviser agrees that Adviser must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
12.5 Adviser acknowledges and agrees that the Service is intended for general informational use only, does not amount to investment advice and should not be relied upon in making any investment decision. The Content may relate to previous share prices or financial performance and the past is not necessarily a guide to future performance and should not be relied upon as such. If the Content contains any forward-looking statements, these are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause actual results and performance to be materially different from those predicted. Content is not advice on any particular matter. In this regard, Adviser acknowledges that Adviser may not rely on any Content created by Voyant or submitted to Voyant, including without limitation information in Voyant Community or in any other parts of the Service. Subject to Article 17 below, under no circumstances will Voyant be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
12.6 Without liability of any kind, Voyant may reject, refuse to post, or delete any content submitted by the Adviser or by any other party, including but not limited to any content that in the sole judgment of Voyant violates this Agreement or which may be inappropriate, offensive, illegal or violate the rights, harm, or threaten the safety of any person ("Prohibited Content"). Adviser must not post Prohibited Content. Voyant reserves the right to investigate and take appropriate legal action against anyone who Voyant determines, at Voyant's sole discretion, violates this provision.
12.7 Adviser acknowledges that Voyant does not pre-screen Content, but that Voyant and its designees shall have the right (but not the obligation) in their sole discretion to reject, refuse to post, or delete any Content that is available via the Service. Without limiting the foregoing, Voyant and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. Despite prohibitions contained in this Agreement, content provided by other Users may contain Prohibited Content, and, subject to Article 17 below, Voyant expressly disclaims any responsibility or liability for this material. Adviser understands that by using the Service, Adviser and the Authorised Users may be exposed to such Content. If Adviser or any Authorised User becomes aware of misuse of the Service by any person or any Prohibited Content, Adviser shall contact Voyant at 512.342.0079 or by email to , describe such abuse and, if the contact is by email, reference "Service Abuse" in the subject line.
12.8 Adviser acknowledges, consents and agrees that Voyant may access, preserve and disclose Adviser Content and/or the account information of Adviser and/or Authorised Users if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce this Agreement;
(c) respond to claims that any Content violates the rights of third parties;
(d) respond to requests for customer service; or
(e) protect the rights, property or personal safety of Voyant, its Users and the public.
12.9 Adviser accepts sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all data in the Adviser Content, and Voyant shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any such data in connection with Adviser or any Authorised User's use of or access to the Service.
12.10 In relation to "Personal Data" (which shall have the meaning ascribed to "personal information" as defined in the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA")) provided by the Adviser to Voyant for use in connection with the Services:
(a) the parties agree that the type of Personal Data collected, used, disclosed, and otherwise processed pursuant to this Agreement, including the subject matter, duration, nature and purpose of the processing, and the categories of data subjects, are personal and financial detail necessary for the creation of a financial plan;
(b) in respect of the parties' rights and obligations under this Agreement regarding the Personal Data transferred by Adviser to Voyant, the parties hereby acknowledge and agree that the Adviser is responsible for such Personal Data as required by this Agreement as well as PIPEDA, Schedule 1, Section 5, Principle 4.1.3, and accordingly Voyant agrees that it shall process all Personal Data in accordance with its obligations pursuant to this Section 12.10;
(c) Voyant shall:
(i) only process the Personal Data in order to provide the Services and shall act only in accordance with this Agreement and the Company's written instructions issued from time to time;
(ii) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed pursuant to this Agreement;
(iii) take reasonable steps to ensure the reliability of any of its staff who will have access to the Personal Data and ensure that anyone who accesses it shall respect and maintain all due confidentiality;
(iv) be permitted to engage any sub-processors in the performance of the Services and that where it appoints any such sub-processor it will do so on the basis of a written contract which imposes terms equivalent to those set out in this Section 12.10;
(v) only cause or permit any Personal Data to be transferred or processed outside Canada where permitted or required by law and pursuant to our Privacy Policy;
(vi) immediately notify the Adviser of any actual unauthorised or accidental disclosure of or access to any Personal Data by any of its staff, sub-processors or any other identified or unidentified third party;
(vii) where applicable in respect of any Personal Data processed pursuant to this Agreement, assist, at the Adviser's cost, the Adviser in ensuring compliance with Adviser's obligations to respond to requests from any data subject(s) and ensuring compliance with its obligations under applicable laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and
(viii) upon termination of this Agreement and at the request of the Adviser, delete or return to the Adviser all Personal Data processed pursuant to the Agreement.

ARTICLE 13

THIRD-PARTY INTERACTIONS

13.1 Voyant does not endorse any third party or any sites on the Internet that are linked through the Service. Voyant provides links and access to third parties only as a matter of convenience, and in no event shall Voyant or its licensors be responsible for any advice, content, products, or other materials on or available from such advisers or sites. Adviser recognizes that certain third-party providers of ancillary software, hardware or services may require an agreement to additional or different licenses or other terms prior to Adviser's use of or access to such software, hardware or services.

ARTICLE 14

TERMINATION

14.1 This Agreement commences on the Effective Date. The initial term is one month (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of one month each.
14.2 Either party may terminate this Agreement, effective only upon the expiration of the then-current term, by notifying the other party in writing at least 30 days prior to the date of the expiration of the then-current term.
14.3 Voyant, in its sole discretion, may suspend or terminate Adviser's access to the Service, or terminate this Agreement, upon any breach of Adviser's obligations hereunder (including unauthorised use of Content or the Service) or the occurrence of any circumstances which Voyant reasonably believes have resulted or will result in the Adviser becoming insolvent or bankrupt or otherwise ceasing to trade.
14.4 In addition, Voyant may terminate this Agreement at any time for its convenience, provided that, if such termination takes effect prior to the expiration of the then-current term, Adviser's ongoing payment obligations shall cease, and Voyant shall refund any sums paid by Adviser in advance, in respect of the unexpired portion of the then current term, but without prejudice to Adviser's liability to pay any outstanding balance on Adviser's account.
14.5 In the event this Agreement is terminated, Voyant will use its reasonable endeavours to make available to Adviser a file of the Adviser Data within 30 days of termination if Adviser so requests at the time of termination. Voyant reserves the right to withhold, remove and/or discard Adviser Data without notice for any breach of this Agreement. Upon termination for cause, Adviser's right to access or use Adviser Data immediately ceases, and Voyant shall have no obligation to maintain or forward any Adviser Data. Adviser agrees and acknowledges that Voyant has no obligation to retain the Adviser Data, and may delete such Adviser Data, more than 30 days after termination.
14.6 Upon termination of this Agreement, the rights and obligations of the Parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement, including without limitation Article 5 and Article 7 to Article 25, shall survive and remain in effect and all other rights and obligations shall cease.

ARTICLE 15

REPRESENTATIONS AND WARRANTIES

15.1 Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Adviser represents and warrants that Adviser has not falsely identified itself nor provided any false information to gain access to the Service.
15.2 ADVISER'S USE OF THE SITE, SERVICES, AND CONTENT (COLLECTIVELY, THE "VOYANT SOLUTION"), AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES IS ENTIRELY AT ADVISER'S OWN RISK, AND EXCEPT AS DESCRIBED IN THIS AGREEMENT, ARE PROVIDED "AS IS" AND "WHERE IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VOYANT, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE VOYANT SOLUTION OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL (A) BE FIT FOR A PARTICULAR PURPOSE, (B) BE OF GOOD TITLE, (C) BE OF MERCHANTABLE QUALITY; OR THEY DO NOT OR WILL NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, THE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED AS TO THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE VOYANT SOLUTION. VOYANT, ITS SUBSIDIARIES AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE VOYANT SOLUTION IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION.
15.3 SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ADVISER. THIS WARRANTY GIVES ADVISER SPECIFIC LEGAL RIGHTS, AND ADVISER MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE.
15.4 VOYANT, ITS SUBSIDIARIES AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT ADVISER'S USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

ARTICLE 16

INDEMNIFICATION AND RELEASE

16.1 ADVISER SHALL INDEMNIFY AND HOLD VOYANT, ITS LICENSORS AND EACH SUCH PARTY'S PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING LEGAL FEES AND COSTS) ("DAMAGES") ARISING OUT OF OR IN CONNECTION WITH ADVISER'S USE OF THE VOYANT SOLUTION OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION: (I) A CLAIM ALLEGING THAT USE OF THE ADVISER CONTENT INFRINGES THE RIGHTS OF, OR HAS CAUSED HARM TO, A THIRD PARTY; (II) ADVISER'S NEGLIGENCE OR WILLFUL MISCONDUCT; (III) A CLAIM BY A THIRD PARTY ARISING FROM THE BREACH BY ADVISER, VOYANT ADMINISTRATOR OR AN AUTHORISED USER OF THIS AGREEMENT; AND/OR (IV) ALLEGATIONS THAT ANY RELEASED PARTY HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS ADVISER OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM ADVISER'S USE OR OTHER EXPLOITATION OF THE VOYANT SOLUTION OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES.
16.2 ADVISER RELEASES, WAIVES, AND SHALL NOT ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST VOYANT, ITS AFFILIATES OR SUBSIDIARIES, THEIR SPONSORS, CONTRACTORS, ADVERTISERS, VENDORS OR OTHER PARTNERS, ANY OF THEIR SUCCESSORS OR ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES") ARISING OUT OF OR IN ANY WAY RELATING TO ADVISER'S USE OF THE VOYANT SOLUTION OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO INFRINGEMENT OF PROPRIETARY RIGHTS, OR ALLEGATIONS THAT ANY RELEASED PARTY HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS ADVISER OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM ADVISER'S USE OR OTHER EXPLOITATION OF THE VOYANT SOLUTION OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES. ADVISER USES THE VOYANT SOLUTION OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES AT ADVISER'S OWN RISK.

ARTICLE 17

LIMITATION OF LIABILITY

17.1 Without limitation of the foregoing, neither Voyant nor any other Released Party shall be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind, including but not limited to loss of use, wasted management or other staff time, loss of anticipated savings, losses or liabilities under or in relation to any other contract, indirect, special, or consequential loss or damage, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Voyant Solution or any third party materials or third party services, including without limitation any damages caused by or resulting from Adviser's reliance on the Voyant Solution or any third party materials or third party services or other information obtained from Voyant or any other Released Party or accessible via the Voyant Solution or any third party materials or third party services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Voyant or any other Released Party's records, programs or services.
17.2 Voyant's total aggregate liability arising from or in connection with this Agreement (and whether liability arises because of a breach of contract, negligence or for any other reason) shall be limited to the amounts paid by the Adviser under this Agreement for Services provided during the previous three months.
17.3 Adviser and Voyant each acknowledge and agree that the limitations of liability provisions of this section reflect an informed, voluntary allocation between them of the risk associated with Adviser's use of the Service. In the absence of these provisions, Voyant would not have made the Service available for the fees charged.

ARTICLE 18

CONFIDENTIALITY

Adviser acknowledges that the Service and any other proprietary or confidential information (such as pricing) provided to Adviser or any Authorised User by Voyant ("Voyant Confidential Information") constitutes valuable proprietary information and trade secrets of Voyant. Adviser agrees to preserve the confidential nature of the Voyant Confidential Information by retaining and using it in trust and confidence, solely for Adviser's internal use and subject to the terms hereof, and by using the same degree of protection that Adviser uses to protect Adviser's own confidential information, but in no event less than reasonable care. Voyant shall have the right to seek an injunction (without having to post any bond or undertaking in damages or prove actual damages) to prevent any breach or continued breach of this section. Adviser agrees to promptly report any breaches of this section to Voyant.

ARTICLE 19

WARRANTIES

19.1Voyant warrants that the Service will be provided with reasonable care and skill.
19.2No conditions, warranties or other terms apply to any Services under this Agreement except to the extent that they are expressly set out in this Agreement. Subject to the warranty above, no implied conditions, warranties or other terms apply (including implied terms as to quality, fitness for purpose or conformance with description) to the Services.
19.3Voyant and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any Content. Voyant and its licensors do not represent or warrant that (a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Service will meet Adviser's requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by Adviser through the Service will meet Adviser's requirements or expectations, (e) errors or defects will be corrected, or (f) the Service or the server(s) that make the Service available are free of viruses or other harmful components.

ARTICLE 20

INTERNET DELAYS AND FORCE MAJEURE

20.1 Voyant's Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Subject to Article 21, Voyant shall not be liable for any loss, liability or damage arising as a result of any failure, delay, limitation, delivery failure, inaccuracy or other fault in the operation of the internet and/or electronic communications not controlled by Voyant.
20.2 Neither party shall be in default for failing to perform any obligation hereunder if such failure is caused solely by supervening conditions beyond the parties' respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes or governmental demands or restrictions.

ARTICLE 21

LOCAL LAWS AND EXPORT CONTROL

21.1 The Service uses software and technology that may be subject to (i) Canada's export controls administered by the Trade Controls Bureau, Global Affairs Canada, and other governmental authorities; and (ii) United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. No software may be downloaded from the Service and the Service may not be otherwise used, exported or re-exported by Adviser in violation of Canadian or U.S. export laws.
21.2 Software contained within the Service may use encryption technology that is subject to licensing requirements, including under the Export and Import Permits Act (Canada), the U.S. Export Administration Regulations, 15 C.F.R. Parts 730 -774 and Council Regulation (EC) No. 1334/2000.
21.3 Voyant and its licensors make no representation that the Service is appropriate or available for use in locations other than the Canada. If Adviser or any Authorised User uses the Service from outside Canada, Adviser is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion or use of the Content contrary to the laws of Canada is prohibited.

ARTICLE 22

NOTICE

Voyant may give notice by means of a general notice on the Service via electronic mail to Adviser's email address on record in Voyant's account information, or by written communication sent by first class mail or pre-paid post to Adviser's address on record in Voyant's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Adviser may give notice to Voyant (such notice shall be deemed given when received by Voyant) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Voyant at the following addresses: Voyant, Inc. 7300 Ranch Road 2222, Building 5 Ste 200, addressed to the attention of: Chief Financial Officer.

ARTICLE 23

MODIFICATION TO TERMS

Voyant reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement and/or the applicable policy on the Service. While Voyant will make reasonable efforts to communicate changes by email, Adviser is responsible for regularly reviewing this page for the latest version of the Agreement. Continued use of the Service after any such changes shall constitute Adviser's consent to such changes and agreement to be bound, provided however that if Voyant imposes a fee for continued use of the Service, Adviser will be required to enter into a Click-to-Accept modification hereto and supply payment information in order to be bound by such modification and continue access to the Service.

ARTICLE 24

ASSIGNMENT

This Agreement may not be assigned by Adviser without the prior written approval of Voyant but may be assigned without Adviser's consent by Voyant. Any purported assignment in violation of this section shall be void. This Agreement will be binding upon and enure to the benefit of the parties and their permitted assigns.

ARTICLE 25

GENERAL

25.1This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of laws principles. Each of the Parties attorns to the exclusive jurisdiction of any court within the Province of Ontario having subject matter jurisdiction over this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
25.2Notwithstanding the submission to the exclusive jurisdiction of Ontario, Voyant may bring proceedings in the courts of any other state which have jurisdiction for reasons other than the parties' choice, for the purpose of seeking:
(a) an injunction, order or other non-monetary relief (or its equivalent in such other state); and/or
(b) any relief or remedy which, if it (or its equivalent) were granted by the courts of Ontario would not be enforceable in such othestate.
25.3 The Services are not intended to be used by children. Authorized Users must be at least eighteen (18) years old to use the Services. If we determine that a user is under the age of eighteen (18), we will terminate that user's use of the Services.
25.4 Voyant requires Adviser's consent to use Adviser's electronically recorded signature in connection with the Site and Services. Adviser's electronically recorded signature will constitute Adviser's acknowledgment that Adviser accepts the terms herein and will be used to create a legally binding agreement. This recorded confirmation by Adviser will constitute Adviser's signature.
25.5 No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary the terms and conditions of this Agreement.
25.6 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
25.7 No joint venture, partnership, employment, or agency relationship exists between Adviser and Voyant as a result of this agreement or use of the Service.
25.8 The failure of Voyant to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Voyant in writing.
25.9 This Agreement, together with the Privacy Policy, Security Policy, and Cookies Policy, comprise the entire agreement between Adviser and Voyant and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event of any inconsistency between the Agreement, the Privacy Policy, the Security Policy, and the Cookies Policy, such instruments shall govern in the order in which they are listed in this sentence.
25.10 This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, save that an Affiliate of Voyant shall have the benefit of and the right to enforce all provisions in this Agreement which are for the benefit of and enforceable by Voyant. The parties to this Agreement may agree to vary its terms without the consent of any Affiliate.
25.11 In this Agreement, the headings are for convenience of reference only, do not form a part of this Agreement, and are not to be considered in the interpretation of this Agreement.
25.12 In this Agreement, the use of words in the singular or plural, or with a particular gender, will not limit the scope or exclude the application of any provision to such person(s) or circumstance(s) as the context otherwise permits.
25.13 For the purposes of this Agreement, "Affiliate" means an entity under Common Control. An entity "Controls" another if it: holds a majority of the voting rights in it; is a member or shareholder of it and controls alone or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; has the right to exercise a dominant influence over it pursuant to its constitutional documents or pursuant to a contract; and two entities are in "Common Control" if either controls the other (directly or indirectly) or both are controlled (directly or indirectly) by the same entity.

Questions or Additional Information

If Adviser has questions regarding this Agreement or wishes to obtain additional information, please send an email to or a notice to the address set forth in the notice provisions hereof