Welcome to www.suitabilitypro.com/miplanplus/ and/or www.morningstarriskprofiler.com (“Website”). This Website is owned and operated by Morningstar Research Inc. Inc. (referred to as “Morningstar”, “we”, “us” or “our”), a corporation registered in Ontario Canada whose registered office is at 1 Toronto Street, Suite 500 Toronto, Ontario M5C 2W4, Canada.
DESCRIPTION OF SERVICES
Morningstar is the owner or licensee of all the intellectual property rights in the materials, data and processes in the Morningstar Software, including the Website and Client Portal and including without limitation all text, algorithms, content, source and object codes. This Agreement only gives you some rights to access and use the Website and Client Portal. Morningstar reserves all other rights. In consideration of your acceptance of this Agreement, Morningstar grants you a non-exclusive, non-transferable, non-assignable, terminable permission to access and use the Website and Client Portal for as long as your Advisor subscribes to the appropriate SuitabilityPro Modules and subject to the terms and conditions in this Agreement. The Website and Client Portal also contain trade secrets of Morningstar, and you may not reverse engineer, decompile, decode, decrypt, disassemble the whole or any part of Website and Client Portal or directly or indirectly allow or cause a third party to reverse engineer, decompile, decode, decrypt or disassemble the whole or any part of the Website or Client Portal except to the extent otherwise authorised by applicable law. You may not modify, adapt, translate, rent, sublicense, assign, loan, resell for profit, distribute or network the Website or Client Portal or related materials, or create derivative works based upon the Website or Client Portal or any part thereof. You may not publish, create derivative works from, transfer or sell any information obtained from the Website or Client Portal. This Agreement does not limit any rights that Morningstar may have under trade secret, copyright, patent, trademark or other laws.
ACCESS TO WEBSITE AND CLIENT PORTAL
In order to use the Website and Client Portal you will require the necessary software, hardware and connection to the World Wide Web (WWW). You are responsible for installing, maintaining, and operating your software and hardware, and the associated WWW connections. Morningstar is not responsible for any problems caused to your software or hardware, including any virus or related problems associated with your use of the Website or Client Portal on your equipment. You agree at all times during the continuance of this Agreement to maintain and use appropriate virus-protection software on your equipment used to access our Website and Client Portal. Morningstar does not guarantee that the Website or Client Portal will always be available or be uninterrupted. Morningstar will not be liable for any failure by Morningstar to comply with this Agreement where such failure is due to circumstances beyond Morningstar’s reasonable control. You will need a username and password (“Logon”) to access and use the Client Portal. You agree to keep your Logon confidential to prevent unauthorized access to and use of the Client Portal. You have received a Logon as a result of your financial advisor being licensed to use the Website and SuitabilityPro Modules and your advisor’s licence to use the Website and SuitabilityPro Modules is terminated for any reason, you understand and agree that your licence to use the Website to access and use the Website and Client Portal will also be terminated.
MODIFICATION, SUSPENSION OR TERMINATION
Morningstar may make changes to the Morningstar Software without notification to you, except that if we are required by law to give you prior notice of any change, the change will not take effect until you have been notified. Morningstar may, in its sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access to the Website and Client Portal in whole or in part, until further notice, with immediate effect:
- to periodically maintain or improve the Website and Client Portal;
- if we are unable to verify or authenticate any information you provide to us;
- if we believe that your actions may cause legal liability for you, our users or us;
- to comply with any order, instruction or request of any government, or other competent judicial, administrative, or regulatory authority; or
- if we believe that you are responsible for the unauthorized access of the Website or Client Portal, or any infringement of Morningstar’s Intellectual Property Rights.
Morningstar will endeavour, where possible to provide you with reasonable notice of such suspension or termination. Whilst Morningstar will use its best endeavours to minimise disruption to the Website and Client Portal, unscheduled outages may occur from time to time. Morningstar may, in its sole and absolute discretion, immediately terminate this Agreement and your licence to use the Website and Client Portal, without notice or liability, if we determine, acting reasonably, that:
- you have breached a term of this Agreement, and that breach is not remedied within thirty (30) days of you receiving a notice which requests that the breach be remedied; or
- your use of or access to the Website and Client Portal violates any applicable law or regulation or otherwise inhibits any other subscriber from using or accessing the Website and Client Portal or any other service offered by Morningstar on the Website.
You agree that upon termination Morningstar may, but is not required to, delete all information related to your account and may bar your access to your account, the Website and Client Portal. On termination of this Agreement for any reason, you must cease using Morningstar’s intellectual property rights and must cease and prevent any access to the Website and Client Portal using your username and password. We have no liability to you for any costs, losses or damages of any kind arising as a consequence of suspending or terminating your access to the Website or Client Portal. In the event of suspension or termination, all restrictions imposed on you by this Agreement will survive.
DISCLAIMER AND LIMITATION OF LIABILITY
Morningstar does not warrant that the Website and Client Portal are free from bugs, viruses, errors, or other program limitations. Morningstar does not guarantee that the Website and Client Portal will be available for your use at the times or locations of your choosing. EXCEPT AS SET OUT BELOW, MORNINGSTAR AGREE EXCLUDES ANY:
- CONDITION OR WARRANTY WHICH WOULD OTHERWISE BE IMPLIED IN THIS AGREEMENT, RELATING IN ANY WAY TO THIS WEBSITE AND/OR THE CLIENT PORTAL (TO THE EXTENT PERMITTED BY LAW);
- LIABILITY FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF FORESEEABLE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. IN PARTICULAR, MORNINGSTAR WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY:
- LOSS OF PROFITS, SALES, BUSINESS OR REVENUE
- BUSINESS INTERRUPTION
- LOSS OF ANTICIPATED SAVINGS
- LOSS DUE TO UNAVAILABILITY OF SYSTEMS
- LOSS OF DATA
- LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION
- ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE
ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, YOUR ACCESS TO OR USE OF THIS WEBSITE AND/OR THE CLIENT PORTAL, OR YOUR RELIANCE ON THE INFORMATION AVAILABLE ON OR THROUGH THIS WEBSITE AND/OR THE CLIENT PORTAL. Nothing in this Agreement excludes or limits liability for death or personal injury arising from negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded. Where any legislation implies any condition or warranty into your use of or any arrangement arising out of your access to or use of this Website and/or the Client Portal and that legislation prohibits exclusion of that condition or warranty, then that condition or warranty is included to the extent that such condition or warranty cannot be lawfully excluded. TO THE EXTENT PERMITTED BY LAW, OUR LIABILITY FOR BREACH OF ANY EXPRESS PROVISION OF THIS AGREEMENT OR ANY NON-EXCLUDABLE CONDITION OR WARRANTY IS LIMITED TO THE RE-SUPPLY OF OUR SERVICES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL MORNINGSTAR’S AND/OR ITS REPRESENTATIVES TOTAL LIABILITY TO YOU AND/ OR TO A THIRD PARTY FOR ANY AND ALL CLAIMS OR DAMAGES UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER (INCLUDING NEGLIGENCE) EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SUITABILITYPRO MODULES IN THE PREVIOUS 12 MONTHS. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Morningstar and you. Morningstar would not be able to have provided this Agreement, the Website or Client Portal without such limitations.
USE AND LIMITATIONS OF REPORT
MORNINGSTAR IS NOT ENGAGED IN RENDERING INVESTMENT OR FINANCIAL ADVICE, AND THE RESULTS OR USE OF THE WEBSITE, CLIENT PORTAL AND THE MORNINGSTAR SOFTWARE MUST NOT BE REGARDED AS CONSTITUTING INVESTMENT OR FINANCIAL ADVICE OR GUIDANCE. HISTORICAL ILLUSTRATIONS OF THE RESULTS OF INVESTMENT DECISIONS ARE PROVIDED TO YOU AND YOUR FINANCIAL ADVISOR MERELY FOR EDUCATIONAL PURPOSES AND SHOULD NOT BE REGARDED AS A PREDICTION OR GUARANTEE OF ANY FUTURE RESULTS. If your Advisor has arranged for you to have access to the Website and Client Portal, you agree and acknowledge that you will discuss the Morningstar Software reports (“Reports”) with your financial adviser and should you consider that the Reports are inaccurate, you will draw this to your financial adviser’s attention. Your Advisor will need to obtain your consent in using and relying on the assessment of your financial risk profile, suggested financial plans and any changes to your financial plan resulting from discussion of the Reports and you agree that you will indicate your informed consent by signing off on the Reports and any notes and adjustments, including, suggested risk profile, financial recommendations or plans. Your sign-off constitutes your instructions to your Advisor about the level of risk that you would normally choose to take or the adoption or changes to financial recommendations. You agree to generally comply with the instructions and materials provided by Morningstar for the use of the Client Portal. You acknowledge and agree that Morningstar may use the risk profile, demographic, and financial plan data that you supply for research and to further develop the SuitabilityPro Modules and may combine this data with similar data from other sources PROVIDED THAT ANY INFORMATION WHICH COULD IDENTIFY YOU PERSONALLY HAS BEEN REMOVED FROM THE DATA. Morningstar will use the email address provided for you when you were registered to use the Website to send you notices concerning the Website and Client Portal and your use of the Website and Client Portal. You agree that you will accept all electronic communications from Morningstar at your email address and will not make any claims against Morningstar if you do not receive any such communications. You agree to notify Morningstar promptly if your email address changes.
LINKED WEB SITES
This Website may contain links to other web sites (“Linked Web Sites”). Morningstar is not responsible for the content or privacy practices associated with Linked Web Sites. Our links with Linked Web Sites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those Linked Web Sites, or of any information, graphics, materials, products or services referred to or contained on those Linked Web Sites, unless and to the extent stipulated to the contrary. Such Linked Web Sites are visited at your own risk.
You release and indemnify us, our affiliates, officers, directors, employees, agents and contractors (“Those Indemnified”) from and against all loss, actions, proceedings, claims, demands, costs, expenses (including without limitation legal fees) and damages which may be incurred or suffered by or instituted against any of Those Indemnified arising from your failure to comply with this Agreement, or relating or arising in any way out of any services or advice alleged to have been rendered or not rendered by or on behalf of your financial advisor to you.
Details contained in this Agreement have been prepared in accordance with the laws of Ontario, Canada and may not satisfy the laws of any other country. We do not warrant that the details of this Agreement will satisfy the laws of any other country. It is your responsibility to determine whether these details satisfy the laws of the jurisdiction where you reside (if that jurisdiction is outside the Province of Ontario, Canada) and if the details do not satisfy the laws of your jurisdiction, you may not access and use the Website or the Client Portal. You must take your own precautions to ensure that the process by which you access the Website does not expose you to the risk of viruses, malicious code or other forms of interference that may damage your own equipment. For the removal of doubt, we do not accept responsibility for any interference or damage to your own equipment or any equipment belonging to a third party that arises in connection with your use of this Website. You acknowledge that despite all reasonable precautions on our part, there is a risk of unauthorised access to, or alteration of, your transmissions or to data or information contained on your equipment, on this Website or the Client Portal. We do not accept responsibility or liability of any nature for any such losses that you may sustain as a result of such activity. Morningstar will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your software or hardware, data or other proprietary material due to your use of our Website and Client Portal or to your downloading of any content on it, or on any website linked to it. You must not misuse the Website or Client Portal by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website or Client Portal, the server on which the Website or Client Portal is stored or any server, equipment or database connected to the Website or Client Portal. You must not attack the Website or Client Portal via a denial-of-service attack or a distributed denial-of service attack. In the event of such a breach, your right to use the Website and Client Portal will cease immediately.
SECURITY OF INFORMATION
Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information that you transmit to us. Accordingly, any information that you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such information.
You acknowledge that this Agreement is a complete statement of the agreement between you and Morningstar regarding your access to and use of the Website and the Client Portal, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions regarding this regarding this Agreement. The representatives of the Morningstar are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Morningstar, other than in writing signed by an officer of Morningstar.
Accordingly, such additional statements are not binding on the Morningstar and you should not rely upon such statements. Your Advisor is not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Morningstar.
Accordingly, such additional statements by your financial advisor are not binding on the Morningstar and you should not rely upon such statements. We accept no liability for any failure to comply with this Agreement. If we waive any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion. Morningstar may make changes to this Agreement at any, which will become effective on your next Logon. If you do not accept the changes, you must notify us and your Advisor before the renewal date. If any provision or part provision of this Agreement is invalid, unenforceable or illegal for any reason, then it shall be deemed modified to the minimum extent necessary to make it valid, enforceable and legal. If such modification is not possible, the relevant provision or part provision shall be deemed omitted and the remaining provisions will continue in full force and effect and the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible achieves the intended commercial result of the original provision. This Agreement is deemed entered into at Toronto, Ontario, Canada and binding on the parties by you clicking “Accept” and shall be construed as to its fair meaning and not strictly for or against either party. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is to be governed by and interpreted in accordance with the laws of Province of Ontario, Canada and the parties agree to submit to the exclusive jurisdiction of the Courts of Toronto, Ontario and/or the Federal Court of Canada sitting in Toronto, Ontario as regards any dispute or claim or matter arising under this Agreement or in connection with its subject matter or formation (including non-contractual disputes or claims). The parties irrevocably attorn to the jurisdiction of the Courts of Toronto, Ontario and the Federal Court of Canada. Notwithstanding this, in the event a Party wishes to seek injunctive relief with respect to any matter related to this Agreement either Party may seek such injunctive relief in a court of competent jurisdiction. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. You agree that this Agreement may not be construed adversely against us solely because we prepared it.
In the event your place of residence or registered domicile of business are in Australia or New Zealand, the laws of New South Wales, Australia and the courts of Sydney will exclusively apply and all the aforementioned rights contained in these Terms and Conditions shall be assigned to Morningstar Australia Pty Ltd.
HOW TO CONTACT US
Notices and questions concerning the Website or your use of the Website or Client Portal, or any aspect of this Agreement including the Privacy Statement must be directed to Morningstar by emailing us at firstname.lastname@example.org.