TERMS OF USE

Review the Terms of Use for the Factorial Financial Website - Effective May, 05, 2015

GENERAL TERMS OF USE

These Terms of Use govern your use of the Factorial Financial-related websites, including factorialfinancial.com, which is owned and operated by Factorial Financial, LLC. d/b/a Factorial Financial.

See factorialfinancial.com for a complete discussion of all the companies and services affiliated with Factorial Financial. The Sites and any of the services provided by Factorial Financial in connection with the Sites (the “Services”) are being provided to you expressly subject to these Terms of Use. These Terms of Use are a binding legal agreement. Please read these Terms of Use carefully. By accessing one of the Sites, you agree to be bound by these Terms of Use.

“Services” under these Terms of Use include offering users information regarding a variety of online financial products and services, accounts, tools, and accounting, tax directly by Factorial Financial. It also include investment and insurance planning services and products provided through HD Vest financial services. Factorial Financial does not make any promises or guarantees with respect to the Services. We may change the Services at any time. You agree that upon the request of Factorial Financial, you will immediately deliver to Factorial Financial all Confidential Information and any other Factorial Financial material in your possession.

COPYRIGHTS | TRADEMARKS | RESTRICTIONS ON USE

All of the pages and content on the Sites are owned and controlled by Factorial Financial, except as otherwise expressly stated, and are protected by U.S. copyright laws and international treaties. The copyrighted materials on the Sites include, but are not limited to, the text, design, software, images, graphics, source code, and the content on the Sites. You are authorized to view the information available on the Sites for your informational purposes only. You may download copyrighted materials for your personal or internal business purposes only. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You may not copy, display, distribute, transfer, link to, reproduce, license, frame, alter, create derivative works of, or republish all or any portion of the Sites for any commercial or public purpose without Factorial Financial’s prior written consent. Other featured words used on the Sites to identify the source of goods and services are trademarks and service marks owned by Factorial Financial or owned by third parties. You may not use, copy, display, distribute, modify or reproduce any of the trademarks found on the Sites except as authorized in this paragraph. You may not use any of the Factorial Financial trademarks as a link to the Sites except pursuant to a written trademark license agreement. Links to non-Factorial Financial websites.

The Sites may contain links to websites controlled or offered by third parties (i.e., non-affiliates of Factorial Financial). Factorial Financial hereby disclaims liability for any other company's website content, products, privacy policies, or security. In the event you choose to use the services available at a linked website, you agree to read and adhere to the policies and terms of use applicable to that website. In addition, any advice, opinions, or recommendations provided by the linked website are those of the website’s providers and not of Factorial Financial. Your participation in any linked website, including payment for and the delivery of goods or services, is based solely on the agreement, if any, between you the linked website’s provider. The fact that Factorial Financial has provided a link to such websites is not to be interpreted as an endorsement of their content.

USE OF WEBSITE AND SERVICES

By using the Sites and the Services, you agree to: (a) accurately furnish all contact and other information about you and/or your business requested by Factorial Financial and notify Factorial Financial immediately of any change in the information; (b) not use the Sites or Services in violation of any laws, regulation or court order, or for any unlawful or abusive purpose; (c) not use the Sites or Services in any manner unintended by Factorial Financial; (d) not use the Sites or Services in any manner that could harm Factorial Financial, its service providers, its affiliates, or any other person; and (e) comply with any other reasonable requirements or restrictions requested or imposed by Factorial Financial. As a convenience to you, a profile for you and/or your business may be created based on the registration information that you provide. This profile and any registration information you provide will be protected as described in

OUR PRIVACY POLICY

Prohibited Uses

In addition to the limitations above, you are prohibited from using the Sites and Services in any way that:

is unlawful, threatening, violent, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, tortuous, indecent, vulgar, profane, obscene, or that Factorial Financial deems in its sole discretion to be inappropriate;
accesses, collects or stores personal information about others;
violates or infringes the rights of anyone else, including, for example, another person’s right to privacy;
impersonates any person, business, entity, or IP address (e.g., IP spoofing);
involves uploading, posting, emailing, transmitting or otherwise making available any materials that you do not have a right to make available under any law;
is commercial in nature, including, for example, advertising, promotional or marketing materials, or spam, phishing or other unsolicited messages;
gains or tries to gain unauthorized access to the Sites or any Services, their computers and networks, or their user data, or that otherwise modifies or interferes with the use or operation of the Sites or Services;
imposes an unreasonable or disproportionately large load on Factorial Financial’s, its affiliates’ or its business partners’ infrastructure, including but not limited to transmitting spam or using other unsolicited mass emailing techniques;
alters, damages, or deletes any content provided by Factorial Financial;
contains computer viruses or other disruptive, damaging or harmful files or programs; or
otherwise violates these Terms of Use or any other guidelines or policies provided by Factorial Financial, including the Factorial Financial Privacy Policy.

DISCLAIMER
THE SERVICES ARE OFFERED ON AN "AS IS," "WHERE IS" AND "WHERE AVAILABLE" BASIS, WITH NOWARRANTY OF ANY KIND-WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DOES NOT AFFECT THOSE WARRANTIES THAT ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE. YOU ACKNOWLEDGE THAT NEITHER FACTORIAL FINANCIAL, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SERVICES OR THE SITES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANYWARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE SITES, OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SERVICES AND THE SITES. FACTORIAL FINANCIAL DOES NOT ENDORSE PRODUCTS OR SERVICES APPEARING ON LINKED WEBSITES OR PURCHASED VIA LINKED WEBSITES. (THIS DOES NOT AFFECT ANY MANUFACTURER'S WARRANTIES THAT THE PROVIDERS OF THE LINKED WEBSITES OTHERWISE OFFER.) EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, YOU AGREE THAT FACTORIAL FINANCIAL IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS, PROPERTY DAMAGE OR BODILY INJURY, WHETHER CAUSED BY ACCESS TO OR USE OF THE SERVICES OR THE SITES. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER FACTORIAL FINANCIAL, ITS AFFILIATES, AGENTS, EMPLOYEES NOR CONTRACTORS WILL BE RESPONSIBLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL, ECONOMIC OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING IN ANY WAY OUT OF THE INSTALLATION OR USE OF THE SERVICES, THE SITES, ANY ON-LINE SERVICES OR INTERNET BROWSER SOFTWARE, INCLUDING LIABILITY ASSOCIATED WITH ANY COMPUTER VIRUSES WHICH MAY INFECT YOUR COMPUTER SYSTEM, EVEN IF FACTORIAL FINANCIAL, ITS AFFILIATES, AGENTS, EMPLOYEES OR ITS CONTRACTORS ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

GENERAL, TERMINATION, APPLICABLE LAW

Factorial Financial reserves the right to modify these Terms of Use at any time without notice, but the most current version of the Terms of Use will always be available to you by clicking on the link at the bottom of the Sites, and we will note near the top of this page the date that any changes become effective. If you find the Terms of Use unacceptable at any time, you may discontinue your use of the Services. By continuing to use the Services after the date of any change to these Terms of Use, including accessing the Sites, you agree to be bound by the rules contained in the most recent version of these Terms of Use.

Factorial Financial reserves the right to modify or terminate the Services and the Sites or to terminate your access to the Services and Sites, in whole or in part, at any time, for any or no reason. Notwithstanding anything to the contrary above, in the event of any termination of these Terms of Use or your access to the Sites, all provisions of these Terms of Use relating to license rights, warranties, confidentiality or privacy obligations, proprietary rights, limitation of liability and indemnification obligations shall continue in full force and effect, including Factorial Financial’s right to use your Suggestions.

These Terms of Use constitute a contract between you and Factorial Financial governed by the laws of the State of Maryland, without giving effect to its conflicts of laws provisions. The federal and state courts of the State of Maryland shall have exclusive jurisdiction over all claims. Feedback and Suggestions While Factorial Financial does not claim ownership to any ideas, suggestions or feedback that you may provide to Factorial Financial (“Suggestions”), by submitting a Suggestion, you hereby authorize and grant to Factorial Financial the worldwide, perpetual, irrevocable, non-exclusive, transferable, sub-licensable, assignable, royalty-free right and license to use, display, commercialize, reproduce, publish, modify, distribute, perform and publicly display the Suggestion in whole or in part, anywhere in perpetuity in any and all media, including all print, digital and other communication forms that may exist now or in the future, whether alone or together or as part of any material of any kind or nature, without any compensation to you, even if we terminate your access to the Sites.

Without limiting any of the foregoing, Factorial Financial will have the right to use, copy, display, perform, distribute, modify, and re-format the Suggestions in any manner that Factorial Financial may determine. By submitting a Suggestion, you represent and warrant to Factorial Financial that you have all necessary rights in and to all Suggestions you provide and all information they contain and that such Suggestions do not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. You irrevocably waive, and cause to be waived, against Factorial Financial and its users any claims and assertions of moral rights or attribution with respect to your Suggestions.

PRIVACY
We understand the need to safeguard your information and records from unauthorized use and disclosure. Please see the Privacy Policy located on the “Privacy”” section of https://www.factorialfinancial.com/. This Privacy Policy may change from time to time, so review it with regularity and care. By using the Site or the Services, you consent to the collection, use, disclosure and sharing of your information by Factorial Financial in accordance with this Privacy Policy.

INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Factorial Financial, its parent and affiliated companies and their respective officers, directors, employees, agents, and assigns (“Indemnified Parties”) from and against all losses, liabilities, claims, damages, and expenses (including reasonable attorneys’ fees) arising from your negligence or breach of these Terms of Use, or violation or alleged violation of any applicable laws, rules, regulations, or policies whether or not resulting in litigation or adverse legal action against Indemnified Parties.

For questions regarding these Terms of Use, please contact Factorial Financial at (301) 503-5623.

By Postal Mail: 19929 Wheelwright Drive, Gaithersburg MD 20886

By E-mail: contact@factorialfinancial.com

BUSINESS CONTINUITY

Factorial Financial has the ability to respond to certain business disruptions. Business Continuity Disclosure Statement for Factorial Financial, LLC. This disclosure is effective as of May 05, 2015. Factorial Financial, LLC. d/b/a Factorial Financial is providing you with this document to inform you of its ability to respond to certain business disruptions. Consistent with its business continuity plan, the Firm intends to continue its business in the event of a significant business disruption. Nevertheless, there are some disruptions that may render the Firm unable to continue its business.

The following describes specific disruption events and Factorial Financial’s intended business continuation responses to those events. Clients, however, should note that these responses are subject to modification and, depending on the severity of a specific event, Factorial Financial cannot guarantee that it will be able to follow the stated course of action. If these responses are modified, Factorial Financial will post the updated disclosure statement on its website. As an alternative, clients may request that the Firm send them, by mail, a copy of the updated disclosure statement by contacting the Firm as follows: Factorial Financial: 19929 Wheelwright Drive, Gaithersburg, MD 20886. A Disruption to a Single Building This disruption may be caused by physical damage, technology problems, or an inability to have personnel arrive at the office. Because some buildings, such as the corporate office, are more critical to the Firm's operations, Factorial Financial’s ability to resume business following a business disruption to a specific building depends on the building affected. If a single location is nonfunctional, Factorial Financial has duplicative systems and other processes that will run from a separate building.

The Firm expects only minimal delays from the transfer of operations. If there is a disruption to the corporate office, Factorial Financial expects that operations could be disrupted for up to two (2) hours. A Firm‐Only Business Disruption In the event that there is a significant business disruption to the Firm’s internal primary systems, Factorial Financial will transfer its operations to its back‐up facilities. In this process, clients may experience a minor delay in reaching the Firm due to increased telephone calls, technology delays, or other minor difficulties arising from the transfer of operations.

Factorial Financial expects that any delay will be less than two (2) hours. Nevertheless, the unlikely failure of the systems could result in a delay of up to four (4) hours. A Business‐District, City‐Wide, or Regional Disruption In the event there is a significant business disruption that affects the business district, city, or region where any of the Firm’s primary systems are located, Factorial Financial could conduct its operations at an alternate third party location. In this process, clients may experience a minor delay in reaching the Firm due to increased telephone calls, technology delays, or other minor difficulties arising from the transfer of operations.

Factorial Financial expects that any delay may be up to 24 hours.

CONTACTING FACTORIAL FINANCIAL

Factorial Financial is available Monday through Friday
8 AM to 5:30 PM Eastern Time.
You may reach us at:

Factorial Financial

19929 Wheelwright Drive

Gaithersburg, Maryland 20886