Welcome to our website, operated by Fiduciary Exchange LLC (“FIDX,” “we,” “us”) and located at FID-X.com and/or FIDX.io (collectively, including any respective subdomains thereof, the “Site”). These Terms of Use (“Terms”) govern your access to, and use of, all or any part of the Site, as well as any FIDX products and services made available through the Site (including via integrations with other websites), such as FIDX’s Annuity Platform and Partner Portal (collectively, the “FIDX Services”). Please read these Terms carefully before using the Site or the FIDX Services. By accessing, viewing, or using the content, material, or the FIDX Services available on or through the Site, you certify that you have read, understand, and agree to be legally bound by these Terms, as well as our privacy policy located at FIDX.io/privacy (as updated from time to time, the “Privacy Policy”), which is a part of these Terms and is incorporated by reference herein. You further certify that you are 18 years of age or older. You understand and agree that your use of the Site signifies that you fully accept and agree to these Terms. If you do not agree to these Terms, or if you are younger than 18 years of age, you are not granted permission to use the Site or the FIDX Services and must exit immediately.

THESE TERMS CONTAIN A WAIVER OF JURY TRIAL PROVISION. BY USING THE SITE OR ANY FIDX SERVICE, YOU ARE ACCEPTING THESE TERMS AND, WHILE YOU MAY STILL PURSUE CLAIMS AGAINST FIDX, YOU ARE AGREEING THAT YOU MUST PURSUE YOUR CLAIMS IN COURTS LOCATED IN PENNSYLVANIA WITH ONLY A JUDGE PRESIDING (AND WITHOUT A JURY). PLEASE READ THESE TERMS CAREFULLY TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES. IF YOU DO NOT AGREE TO SUCH WAIVER OF JURY TRIAL, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE SITE AND THE FIDX SERVICES.

FIDX may at any time revise these Terms. Your continued use of the Site and the FIDX Services following the changes to these Terms will be considered your consent to those changes. You are bound by any such revision and should therefore periodically visit this page to review the then-current terms to which you are bound. If you have any questions concerning these Terms, please contact FIDX at legalnotices@FID-X.com.

FIDX is in the business of developing, operating and marketing a technology suite of online tools that facilitate the processing of insurance products. FIDX has developed applications and components , which may be available on the Site or as a tool on other sites and platforms (“Annuity Platform”) that allows users to research, illustrate, apply and manage insurance products. FIDX has also developed an application, which may be available on the Site or as a tool on other sites and platforms (“Partner Portal”) that allows users to manage insurance sales processes. The foregoing description sets forth the intended purposes for which you may use these FIDX Services (collectively, the “Purposes”).

1.    Access and Use of the Site and the FIDX Services

1.1.    Subject to these Terms, FIDX will make the Site and the FIDX Services available to you solely for your access and use in accordance with these Terms and the Purposes (as applicable). You shall be responsible, at your sole expense, for procuring, operating, and maintaining the computer system, mobile device, hardware, software, and other items necessary or appropriate to enable you to access or use the Site and the FIDX Services. 

2.    Informational Content on the Site

2.1.    The Site contains general information and materials about the FIDX Services. Such information and materials do not constitute offers for the FIDX Services, nor do they constitute product or service documentation, advice, or other instructions on the use of the FIDX Services; nor should you rely upon them as such.  

2.2.    Occasionally there may be information on the Site that contains typographical errors, inaccuracies, or omissions. FIDX reserves the right, but does not accept the obligation, to correct any errors, inaccuracies or omissions and to make changes or updates if any information on the Site is inaccurate at any time without prior notice. 

2.3.    FIDX also reserves the right in our sole discretion to change, remove, or delete any or all information from the Site at any time and for any other reason. FIDX may stop offering the Site or any portion thereof, without liability, at any time and for any reason.  

3.    General Restrictions on Use

3.1.    You agree to use the Site and the FIDX Services only as permitted by these Terms, for their intended Purposes (as applicable), and in compliance with all applicable laws and regulations (“Laws”).  

3.2.    You will not (and will not attempt to): (a) alter or modify the Site or the FIDX Services, or reproduce, adapt, create derivates of, distribute, perform, or display of the Site or the FIDX Services, or any portion thereof, except to the extent expressly permitted under these Terms; (b) sell, rent, lease, transfer, distribute, broadcast, display, license, sublicense, provide, or otherwise make available or assign to any third party any rights to the Site or the FIDX Services, including making the Site or the FIDX Services available as part of a timeshare or service bureau; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, algorithms, file formats, interface protocols or non-public APIs of the Site, the FIDX Services or their respective components (d) remove or modify any proprietary notice or labels on the Site or Site Content, including author attribution and copyright notices, or use any FIDX trademarks as meta-tags on any other website; (e) use the Site for any non-authorized purpose or any illegal purpose; (f) gain unauthorized access to FIDX’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Site, FIDX’s networks and computer systems, or the FIDX Services, including the submission or introduction of any virus, worm, Trojan horse, or other malicious code; (g) attempt to probe, scan, or test the vulnerability of the Site or the FIDX Services or breach any implemented security, authentication, or rights management measures, regardless of your motives or intent; (h) access the Site or the FIDX Services through any automated means or with any automated features or devices (including use of scripts or web crawlers, data mining, scraping, robots, spiders, or any other data gathering or extraction tools), except to the extent the Site is indexed by general purpose consumer-accessible search engines, such as Google or Bing; (h) use the Site or the FIDX Services to attempt to access or collect any data not intended for you, such as personal information, including any names, email addresses or other such information for any purpose; (i) use the Site or the FIDX Services to store any content or data that infringes the rights of a third-party, or is otherwise defamatory, libelous, obscene, or illegal; or (j) use the Site or the FIDX Services to develop competing products.  

3.3.    You acknowledge that FIDX may suspend or limit your access to the Site or any FIDX Services at any time and without notice in the event of any actual or suspected violation of these Terms or applicable Laws, or for any other reason.  Without limiting the foregoing, you understand that if the FIDX Services are being provided to you under an agreement between FIDX and your employer, FIDX may cease providing access to the FIDX Services when that agreement is terminated or expires.

4.    User Data     

4.1.    With respect to any information you provide through the Site or any FIDX Services (including any personal information, whether your own or someone else’s) (the “User Data”), you represent that you have full right and authority to provide such User Data and have secured all necessary rights and permissions for FIDX, its business partners, and other designees to use, store, process such User Data in connection with the Site, the FIDX Services, or as otherwise permitted under these Terms and as additionally provided for in the Privacy Policy.  You understand that FIDX may, in accordance with applicable Laws, use User Data: (a) to provide the FIDX Services to you, (b) to maintain, improve, or enhance any of its existing products and services; (c) to develop new products and services, including data products, and (d) for any other uses or business purposes that may be permitted under applicable Laws.  FIDX may also share User Data with third parties and combine it with other data sets, including platform metadata FIDX collects, retains and owns as part of the Site and the FIDX Services, in furtherance of these activities.  In addition, FIDX may create aggregated, anonymous, or de-identified data from personal information by removing data elements that make the data personally identifiable, or linkable, to an individual.  You understand that once information is aggregated, anonymized, or de-identified, the information is no longer personal information and is not subject to the Privacy Policy.

4.2.    The rights set forth in this Section (User Data) will survive the termination or expiration of these Terms and may be exercised anywhere in the world. You further represent that all User Data is (i) timely, accurate, complete and up-to-date in all respects; (ii) does not misrepresent you or any other person’s identity; (iii) is not subject to any confidentiality obligations; and (iv) does not violate any third-party rights, including intellectual property or privacy rights.  You further represent and agree that you will not include “sensitive personal information” (as such term is defined and interpreted under applicable Laws) in any User Data you submit to the Site or any FIDX Services.  FIDX assumes no obligation whatsoever to review or correct any User Data.  FIDX acknowledges that certain privacy Laws govern disclosures of personal information.  FIDX has in place policies, procedures, controls and training programs to ensure compliance with applicable privacy Laws with regard to its collection, retention, use and processing of personal information.

5.    Intellectual Property

5.1.    As between you and FIDX, FIDX owns the Site and the FIDX Services, including all software, algorithms, information and materials, trademarks, service marks, and other content made available through the Site or the FIDX Services (including the selection, coordination, and arrangement of such content), along with all associated intellectual property rights (the “FIDX IP”). The FIDX IP is protected pursuant to copyright, trademark, and other applicable Laws.  You further acknowledge that the FIDX Services and all underlying software, algorithms, and other FIDX IP are the confidential information of FIDX.  You agree to protect the confidentiality of such FIDX IP and may only use or disclose such FIDX IP as required to receive the FIDX Services for the intended Purposes (as applicable) and no other purpose.  All rights are reserved, and nothing in these Terms is intended to confer any intellectual property rights to you.  Without limiting the foregoing, no copying or distribution of any FIDX IP is permitted except as expressly permitted below:

(a)    You may view, download, print a limited number of copies of the Site content (“Public Content”) that is available on portions of the Site that do not require authentication to access for your own personal, informational use, provided that (i) you do not modify the Public Content, and (ii) you retain all copyright and propriety notices originally in the Public Content on any copies.   

(b)    You may view, download and copy proposals and reports generated by the FIDX Services (“Reports”) and distribute them to your customers and clients in accordance with the Purposes, provided that your use must be in compliance with applicable Laws and must only be as permitted by the by the rules of any regulatory authorities you are subject to. 

6.    User Feedback

6.1.    Any feedback, comments, ideas, improvements, or suggestions (collectively, “Feedback”) provided by you to FIDX with respect to Site or FIDX Services shall be the sole and exclusive property of FIDX.  You agree to assign and hereby do assign to FIDX all worldwide right, title, and interest to such Feedback, including the right to sue for past, present, and future infringements.  FIDX shall be free to use, copy, modify, perform, display, publish, or redistribute the Feedback for any purpose and in any way anywhere in the world without credit or compensation to you.

7.    Disclaimer

7.1.    FIDX expressly disclaims, to the fullest extent permitted by law, any express or implied warranties: (i) that the Site, the FIDX Services, or any Reports, information, content, Public Content, FIDX IP or links provided or displayed on the Site or the FIDX Services, will meet your requirements; (ii) that the Site or the FIDX Services will be uninterrupted, timely, secure or free from error or that any errors will be corrected; (iii) that defects in the operation or functionality of any software provided to you as part of the Site or the FIDX Services will be corrected; and (iv) that any Reports, information, content, Public Content, FIDX IP or links provided or displayed on the Site or the FIDX Services will be timely, accurate, or complete. No information, whether oral or written, obtained by you from the Site or the FIDX Services shall create any warranty.

7.2.    EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITE AND THE FIDX SERVICES,  ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE SITE AND THE FIDX SERVICES ARE ENTIRELY AT YOUR OWN RISK. FIDX AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE AND THE FIDX SERVICES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT.

7.3.    Please be advised that we do not guarantee that any information sent to or from our Site or the FIDX Services will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to us via the Site, the FIDX Services, or the Internet, including, for example, personal information such as your name or address or any User Data you submit to the Site or any FIDX Services. FIDX reserves the right to interrupt or discontinue any or all of the functionalities of the Site and the FIDX Services. FIDX assumes no responsibility for: (a) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; (b) any problems or technical malfunction of any telephone network or lines, power grids, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on the Site or the FIDX Services, including any injury or damage to you or to any person’s computer related to or resulting from use of the Site or the FIDX Services; and (c) any damage to, or viruses that may infect, your computer equipment or other property on account of your access to or use of the Site or the FIDX Services or your downloading of any Reports, information, content, Public Content, FIDX IP or other materials, data, text, images, video or audio from the Site or FIDX Services.

7.4.    FIDX does not provide any financial, investment, tax or legal advice or make any recommendations with respect to any financial products. For the purposes of the FIDX Services, FIDX is not acting as a fiduciary, and you are solely responsible for independently reviewing Reports to determine if they meet your needs.  

8.    Links to and Features Provided by Third Parties

8.1.    The Site may contain links or references to other websites or feature services of third parties for your convenience. FIDX does not endorse and is not responsible for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party websites or the transactions you conduct or enter into with third parties. Your use of any third-party websites or services is at your own risk, and subject to the terms and conditions and privacy and use policies of such third parties which must be provided to you by such third parties. FIDX encourages you to read the privacy and use policies and terms of use linked or referenced in connection with third party websites.

8.2.    Framing of the Site or the FIDX Services by sites or site elements is not permitted. In-line linking or any other manner of incorporating parts of the Site or the FIDX Services on other sites is equally prohibited.

9.    Service Access

9.1.    While FIDX endeavors to ensure that the Site and the FIDX Services are normally available 24 hours a day, it will not be liable if for any reason it is unavailable at any time or for any period.  Access to the Site and the FIDX Services may be suspended temporarily and without notice in case of a system failure, maintenance, or repair or for reasons beyond our control.

10.    Limitation of Liability

10.1.    TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, AND EXCEPT FOR DAMAGE CAUSED BY FIDX’S INTENTIONAL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE, FIDX AND ITS AFFILIATES, SUBSIDIARIES AND LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SERVICE PROVIDERS, VENDORS, CONTRACTORS, UNITHOLDERS, MEMBERS AND AGENTS (COLLECTIVELY, THE “FIDX PARTIES”), SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, THAT MAY RESULT TO YOU, YOUR COMPANY OR ANY THIRD PARTY (INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, AND ANY BUSINESS INTERRUPTION OR LOSS OF INCOME, PROFITS, GOODWILL OR DATA) IN CONNECTION WITH (A) THE USE OF THE SITE OR THE FIDX SERVICES (INCLUDING ANY REPORTS, INFORMATION, CONTENT, PUBLIC CONTENT, FIDX IP, OR LINKS PROVIDED OR DISPLAYED ON THE SITE OR THE FIDX SERVICES) (B) ANY WEBSITES LINKED TO THE SITE OR THE MATERIAL ON SUCH WEBSITES; OR (C) VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, NETWORK, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING OF THE SITE OR YOUR USE OF THE FIDX SERVICES; AND FOR EACH OF THE FOREGOING, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR WE HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES ARE INADEQUATE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF THE FIDX PARTIES TO YOU OR ANY OTHER PERSON OR ENTITY EXCEED ONE HUNDRED DOLLARS ($100). IF YOU ARE DISSATISFIED WITH THE SITE, THE FIDX SERVICES OR ANY OF THESE TERMS, OR BELIEVE WE HAVE BREACHED THESE TERMS, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE OR FIDX SERVICES.

11.    Privacy

11.1.    FIDX cares about your privacy and the protection of your personal information and other User Data.  Please read the Privacy Policy.    

12.    Indemnification and Indemnification Procedures

12.1.    You will defend, indemnify and hold harmless the FIDX Parties from and against all judgments, liabilities, losses, settlements, damages, expenses and costs (including reasonable attorneys’ fees and attorneys’ disbursements) (“Damages”) arising out of or resulting from claims, demands, actions, suits, and other proceedings (“Claims”) made in connection with your use of the Site or the FIDX Services (including any Reports, information, content, Public Content, FIDX IP or links provided or displayed on the Site or the FIDX Services), your breach of these Terms, or your gross negligence, fraud or intentional misconduct. Your indemnification obligation will survive the termination or expiration of these Terms and your last use of the Site and the FIDX Services. In the event that a FIDX Party requests indemnification pursuant to this Section (Indemnification and Indemnification Procedures), it shall give notice to you promptly after the receipt of any Claim. You shall have sole control of the defense with respect to any such Claim (including settlement of such Claim), except that (i) the FIDX Party may participate in such defense at its own expense, (ii) any settlement of such Claim by you must include an obligation for the third party that brought such Claim to keep the terms of the settlement confidential, and (iii) no settlement that imposes liability or restrictions on, requires any action by, or detrimentally affects the right of any FIDX Party may be entered into by you without the FIDX Party’s prior written consent. If you fail to either defend or settle any Claim, FIDX or the FIDX Party may defend or settle such Claim, and you shall pay to FIDX or the FIDX Party any and all Damages incurred with respect to such Claim. Notwithstanding anything to the contrary in these Terms, you may not settle any Claim contemplated in this Section (Indemnification and Indemnification Procedures) without the prior written consent of FIDX.

13.    Complaint Procedures

13.1.    If you believe that any content on this Site violates your intellectual property or other rights, please send to us, at legalnotices@fid-x.com, a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.

14.    Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial

14.1.    These Terms, use of the Site and the FIDX Services, and all claims arising out of or relating to these Terms or use of the Site or the FIDX Services, will be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules.

14.2.    Each of you and FIDX hereby irrevocably submits to the exclusive jurisdiction of the state courts in Chester county, Pennsylvania, and the U.S. District Court for the Eastern District of Pennsylvania in any legal action or proceeding arising out of or relating to these Terms or use of the Site or the FIDX Services.

14.3.    TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, EACH OF YOU AND FIDX HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SITE OR THE FIDX SERVICES.    

15.    Miscellaneous

15.1.    The Site is controlled and operated from within the United States. Without limiting anything else, we make no representation that the Site or the FIDX Services, or any Reports, information, content, Public Content, FIDX IP or links provided or displayed on the Site or the FIDX Services, is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site or the FIDX Services from outside the United States do so on their own volition and are responsible for compliance with applicable Laws.

15.2.    These Terms (including the Privacy Policy) constitute the complete and entire agreement between you and FIDX governing your use of the Site and the FIDX Services and completely replaces and supersedes any and all contemporaneous and prior understandings, agreements, communications, arrangements, undertakings and proposals, whether written or oral, between you and FIDX in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these Terms. Notwithstanding the foregoing, you understand that FIDX may make changes to these Terms from time to time. Your continued use of the Site following the posting of changes to these Terms will be considered your consent to those changes. When these changes are made, FIDX will make a new copy of these Terms available on the Site. You agree that FIDX is under no obligation to provide you with notices regarding changes to these Terms. You understand that it is your responsibility to check the Site regularly for changes to these Terms.  

15.3.    These Terms will not be construed as creating any employment or agency relationship, partnership, joint venture, fiduciary duty or any other form of legal association between FIDX and you, and neither party will make any representation to the contrary, whether expressly, by implication, appearance or otherwise.

15.4.    These Terms may be assigned by FIDX without your prior written consent. Any other attempt to transfer or assign these Terms, or any part of these Terms, will be void.

15.5.    The failure of FIDX to exercise or enforce any right or provision of these Terms will not operate as a waiver of any such right or provision. No provision of these Terms will be waived by FIDX except in a writing signed by an authorized representative of FIDX.  If any authority of competent jurisdiction determines that any of the provisions contained in these Terms, or any part hereof, are unenforceable, such authority will have the power to modify any such unenforceable provision in lieu of severing such unenforceable provision from these Terms in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to any applicable provision or by making such other modifications as it deems warranted to carry out the present intent and agreement of you and FIDX as embodied in these Terms to the maximum extent permitted by applicable Laws. You and FIDX each expressly agree that these Terms as so modified by the authority will be binding upon and enforceable against each of you and FIDX. In case any one or more of the provisions contained in these Terms is, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of these Terms, and these Terms will remain in full force and effect and be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  No person or entity not party to these Terms will be deemed to be a third-party beneficiary of these Terms or any provision hereof. These Terms are intended to bind and inure to the benefit of and be enforceable by each party and its respective successors and assigns and is not for the benefit of any third parties.  The bold section headings in these Terms are for convenience only, may not be used in interpreting these Terms and should not be given any legal effect.  When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation,” and references to “herein,” “hereunder,” “hereof,” and the like, refer to these Terms.

Last Updated:  January 2024

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