**Last Updated: September 27, 2023 **
These Terms serve to cover the most common terms we have with our customers. If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, some or all of the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.
These terms describe an Agreement between Distributary Inc. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form and (2) the Key Terms, both of which are on the Cover Page below, and (3) the Common Paper Cloud Service Agreement Standard Terms Version 1.0 (“Standard Terms”), also listed below.
We use these common terms for simplicity and to follow industry standards, any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings or descriptions given in the Cover Page or the Standard Terms.
If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.
Cloud Service: HeldAway helps investors, through Registered Independent Advisors, integrate their position level data from accounts held away from their core custodians into their investment and financial planning processes. We provide web based interface for data aggregation, management and extraction to make working with the leading portfolio management systems faster and easier.
Subscription Start Date: The Effective Date
Subscription Period: 1 year(s)
Non-Renewal Notice Period: At least 30 days before the end of the current Subscription Period.
Cloud Service Fees: Our fees are charged per covered end client account, based on the precision of data required in our customers chosen workflows.
Payment Period: 1 month(s) from Customer's receipt of invoice
Invoice Period: Monthly
Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.
Provider: Distributary Inc.
Effective Date: The date Customer first accepts this Agreement.
Covered Claims:Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.
Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).
General Cap Amount: The fees paid or payable by Customer to provider in the 12 month period immediately before the claim
Governing Law: The laws of the State of New York
Chosen Courts: The state or federal courts located in New York
Notice Address: For Provider: firstname.lastname@example.org
For Customer: The main email address on Customer's account
Details about the service, restrictions and obligations, privacy, payment and taxes, termination and term, representations and warranties, disclaimers and limitation of liability, indemnification, Insurance, confidentiality, reservation of rights and definitions are available permanently on the Common Paper