Terms of Use



Motif Terms of Use

Your access to the Motif Investing, Inc. ("Motif Investing") website (referred to as the "website") is subject to the terms, conditions and disclaimers appearing on the website and these terms of use and any other applicable terms of use, which are incorporated herein by reference (collectively, the "Terms of Use"), as they may be amended from time to time, and all applicable laws.

Minimum Age: You must be at least 18 years of age to become a user of the website or related Motif Investing websites. You represent and warrant that you are 18 years of age or older and are fully able and competent to enter into, and abide by, the contract created by these Terms of Use.

Terms of Use Coverage: By using the website, you agree to be bound by the Terms of Use, whether you are a "visitor" (which means that you simply browse the website) or you are a "registered user" (which means that you are a customer of, or otherwise have registered with, Motif Investing). Each time you use the website, the current version of the Terms of Use will apply. Please review carefully the Terms of Use before accessing the website.

Registration

When you register, you agree and understand that you are responsible for maintaining the confidentiality of your password which, along with your e-mail address, allows you to access certain portions of the website. Your password, e-mail address, and any other contact information you provide, form your User Registration status with Motif Investing.

By providing Motif Investing with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that e-mail address, as appropriate. If you become aware of any unauthorized use of your User Registration, please notify Motif Investing.

Available Content

By accessing or using the website in any way, you agree to comply with these Terms of Use and all applicable laws, rules and regulations and any restrictions defined in the Terms of Use and other applicable agreements, disclosures, and documents. You agree that you will not, and will not permit anyone else to: (a) store, copy, modify, or resell any of the information available on the website or compile or collect any such information as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the website or store, copy, modify, distribute, or resell any such information; (c) rent, lease, or sub-license your access to the website to another person; (d) use, copy or otherwise exploit the website or any related concepts, content or information available on the website for any purpose except for your own personal, non-commercial use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the website; (f) use the website in a manner that threatens its integrity, performance, or availability; or (g) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the website or information available on the website.

You agree to view the content posted on the website for informational purposes only. No part of such content may be copied, repurposed or otherwise exploited in any form or for any other purpose without the prior written consent of Motif Investing. While you may be able to access market data and other financial information from the website, the availability of such information does not constitute a recommendation to buy or sell any of the securities made available for purchase on the website (including securities appearing in any motifs published in the catalog of motifs) or to engage in any investment strategy. Investing is risky, and not all investments are suitable for all investors. Nothing on the website should be considered investment, tax or legal advice. You should consult your financial advisor, attorney or tax advisor regarding your specific investment, legal or tax situation and the impact of any actions you decide to take. The information or content contained on or posted to the website is subject to change without prior notice.

You agree to utilize the tools available on the website as designed and intended. Motif makes available tools such as an interactive widget tool that allows you to populate components from a motif, and post that particular information to your intended third-party website. Customer-created motifs are available for use with the widget tool and must meet the standards defined in the Motif Build Your Own Terms of Use defined below. As such, the photo and title, and other content is subject to review, edits, and removal within the widget, as it is with the customer-created motif that appears on the website. At the time you create your widget, you agree to provide the website destination for where the widget is intended to appear. You agree that you will post this widget to appropriate locations and Motif will, at its sole discretion, remove any widget contents as it deems necessary. You understand that your failure to abide by these Terms may result in removal of access to tools, account restriction, up to and including closure.

Information Subject to Limitations

The information and content available on or posted to the website may not be timely or complete, and should not be relied upon for making any investment or other decisions. Information, such as stock prices, is not real-time and the past performance results of a security or motif available for purchase through the website is not an indication of future performance. Share prices used to value individual positions, or contribute to other performance information, are provided by third-party data providers and may not be timely and may not reflect certain activities such as corporate actions, fees and commissions. Motif Investing cannot guarantee the accuracy or completeness of the information it receives from third-party sources of information and makes available on the website. Motif Investing may cause pricing, performance or other information to be unavailable with respect to a particular security or motif from time to time if Motif Investing determines that such information is inaccurate. Motif Investing makes available hyperlinks from the website to third-party websites, as a convenience to users with the intention of allowing users to access additional investment-related information. You agree to access any such third-party websites through those hyperlinks at your own risk and to follow any rules and restrictions particular to those websites. Motif Investing is not responsible for the content appearing on third-party websites hyperlinked from the website, nor does Motif Investing make any endorsements or warranties, express or implied, with respect to the content of third-party websites, including the information, products or services offered on any third-party websites, including but not limited to accuracy, completeness, reliability, suitability, non-infringement, merchantability or fitness for a particular purpose. Motif Investing does not guarantee the authenticity of information or documents available on the Internet and reserves the right to terminate any link from the website at any time.

No Warranties

THE WEBSITE AND THE INFORMATION OR CONTENT CONTAINED ON, POSTED TO OR ACCESSED THROUGH THE WEBSITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MOTIF INVESTING ASSUMES NO OBLIGATION, AND DISCLAIMS ANY DUTY, TO UPDATE ANY SUCH INFORMATION.

MOTIF INVESTING MAKES NO WARRANTIES REGARDING THE TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY OR ADEQUACY OF THE INFORMATION, SERVICES, SOFTWARE, TEXT, GRAPHICS, LINKS OR OTHER CONTENT CONTAINED ON OR POSTED TO THE WEBSITE. MOTIF INVESTING DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR FREE, THAT THE WEBSITE WILL CALCULATE MATHEMATICAL AND/OR FINANCIAL CALCULATIONS CORRECTLY, OR THAT THE WEBSITE WILL OPERATE FREE OF "BLACK OUT" PERIODS. YOU CARRY THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE WEBSITE.

Limited Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOTIF INVESTING BE LIABLE FOR ANY DAMAGES INCURRED BY YOU AS A RESULT OF YOUR USE OF THE WEBSITE OR THE INFORMATION OR CONTENT AVAILABLE ON OR POSTED TO THE WEBSITE. WITHOUT LIMITING THE FOREGOING, MOTIF INVESTING SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY INVESTMENT RELATED LOSSES, LOST PROFITS, LOSS OF INFORMATION, COSTS ASSOCIATED WITH LOST DATA, OR LOSSES ATTRIBUTED TO THE INABILITY TO USE THE WEBSITE OR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION ON THE WEBSITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES).

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND CONTENT IS AT YOUR SOLE RISK. THE PROVISION FOR THE USE OF THE WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MOTIF INVESTING SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL MOTIF INVESTING BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE WEBSITE OR THE INFORMATION OR CONTENT AVAILABLE ON OR POSTED TO THE WEBSITE.

THE INFORMATION AVAILABLE OR OBTAINED THROUGH THE WEBSITE MAY BE SUBJECT TO ADDITIONAL DISCLAIMERS AND LIMITATIONS CONTAINED WITHIN THE WEBSITE AND OTHER DOCUMENTS AND CONTENT, WHICH YOU MUST ABIDE BY AS STATED THEREIN.

Indemnification of Motif Investing

You agree to indemnify, hold harmless, and defend Motif Investing and any of its officers, directors, agents and employees from or against, as applicable, any and all claims, actions, demands, liabilities, losses, costs, expenses, damages or suits (including, but not limited to, attorneys' fees) caused by or arising from your improper use of the website or information provided to Motif Investing by you, including any information or content that you may post to the website, your violation of the Terms of Use or any related agreements or terms of use, or your or any user of your account's infringement or violation of any intellectual property or other rights of any person or entity. You will be responsible for any actions by any user of your account.

Termination

Motif Investing reserves the right to terminate or suspend your access to all or any part of the website, without notice, for conduct that Motif Investing believes violates these Terms of Use or any of its other terms of use, policies or guidelines, or for any other reason in its sole discretion.

Further, if Motif Investing believes, in its sole discretion, that a violation of these Terms of Use has occurred, Motif Investing may take any other corrective action it considers appropriate. Motif Investing reserves the right to investigate suspected violations of these Terms of Use, including, without limitation, any violation relating to user information. Motif Investing may seek to gather information from a user who is suspected of violating these Terms of Use (or from any other user) and you agree to provide Motif Investing with such information. You understand Motif Investing will fully cooperate with any law enforcement authorities, regulators, or court order requesting or directing Motif Investing to disclose the identity of anyone using the website, without notice to such person. You may request termination of your user account at any time and for any reason by notifying Motif Investing.

Trademarks; Proprietary Rights

The website contains copyrighted material, trademarks and other proprietary information, including text, graphics and software. Motif Investing is the owner of the copyright in the website, as well as the copyright in any information original to Motif Investing. Each participant, or other third-party provider of information, owns the copyright in the information original to it. You agree that you will not copy, redistribute, publish or commercially exploit the website, or any content, concepts or information from the website without the express written consent of the respective owner(s) thereof.

Motif Investing's trademarks (including any service marks) and logos are the property of Motif Investing, Inc. All other trademarks appearing on the website are the property of their respective owners. Nothing contained on the website should be construed as granting by implication, or otherwise, any license or right to use the trademarks or logos appearing on the website without the express written consent of the content owner.

No Advice

You understand that Motif Investing, through the website or any interaction you have with representatives of the firm, provides no tax, legal, estate planning, or investment advice of any kind, nor do we give advice or offer any opinion with respect to the nature, potential value or suitability of any particular securities transaction or investment strategy. You understand that you are solely responsible for all investment decisions you make regarding the transactions made in your account. You further understand that while you may be able to access market data and other financial information from the website, the availability of such information does not constitute a recommendation to buy or sell any of the securities made available for purchase on the website (including securities appearing in any motifs published in the catalog of motifs) or to engage in any investment strategy. Any investment decisions you make will be based solely on your own evaluation of your financial circumstances and investment objectives and the suitability for you of any security or any investment strategy. Any order entered using your password is yours and you are responsible for any outcome as a result of transactions that you initiate or that is initiated by any user of your account, including the possible loss of principal invested based on an investment decision you made. You understand the risks involved with transacting in the securities you maintain and that your investments will fluctuate in value, and you agree that Motif Investing is not responsible for any losses you may incur as a result of your investment decisions and any trades made for your account.

By making information available to you on the website, Motif Investing is not advising you to invest in any particular security or securities, or to pursue any investment strategy. Motif Investing does not have access to information related to, and does not review or consider, your financial situation or tolerance for risk. Although Motif Investing may provide tools that enable you to assess your own tolerance for risk, or otherwise assist to educate you in various ways, Motif Investing does not determine if the tools and resources made available on the website will result in suitable investments designed to meet your particular investment needs. All investments have risks, and you are responsible for determining whether you can afford the risks of making any investment.

The terms of the immediately preceding two paragraphs apply to motifs published by Motif Investing and to motifs published by any other person, including any "Build Your Own" motif(s) published by a customer, and to any other securities or groups of securities described or made available for review or trading on or through the website.

General

You may not assign any rights under these Terms of Use without the prior written consent of Motif Investing, and any prohibited assignment will be null and void. Motif Investing may assign its rights under these Terms of Use without your consent. These Terms of Use shall be governed by and interpreted in accordance with the laws of the State of California excluding that body of law pertaining to conflict of laws. You agree that the state and federal courts located within the City and County of San Francisco, California shall have exclusive jurisdiction with respect to any dispute arising in connection with the Terms of Use, the service or any content of Motif Investing or the website, and you hereby irrevocably waive any objection to venue or personal jurisdiction therein.

Severability, Waiver and Effectiveness

If any provision of these Terms of Use is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of these Terms of Use. Except as specifically permitted in these Terms of Use, no provision of these Terms of Use can be, nor will it be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of Motif Investing.

Agreement

Your intentional action in agreeing to these Terms of Use is evidenced by your use of the website, which demonstrates your consent to be legally bound by these Terms of Use and by other documentation governing your relationship with Motif Investing. Your consent to these Terms of Use, which are readily accessible and which you consent to have accessed, read, and understand, fully satisfies any requirement that they be provided to you in writing. You are solely responsible for reviewing and understanding all of the terms and conditions of this document, as may be amended from time to time. You accept as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including, the posting of modifications to these Terms of Use on the website.

You agree to be bound by these terms, which will pass on to any successor, heir, agent, attorney-in-fact, or legally appointed representative, that acts on your behalf with respect to your account.



Motif Social Network Terms of Use

The terms of use for the Motif Investing, Inc. ("Motif Investing") Social Network (the "Motif Social Network") contain important information about the Motif Social Network, disclosures about appropriate conduct in the Motif Social Network, and how Motif Investing may use content posted on the Motif Investing website (referred to as the "website") (the "Terms of Use").

In consideration for Motif Investing permitting you to access the website, you agree to be bound by, and act in accordance with, these Terms of Use, as may be amended from time to time by Motif Investing, by posting additions and amendments on the website. Subject to these Terms of Use, Motif Investing grants to you a non-transferable, non-exclusive, limited license to access and use the website for personal, non-commercial use only.

  1. INTRODUCTION

    You agree to read and be bound by these Terms of Use and refer to them for any future amendments. These Terms of Use define aspects of your use of the Motif Social Network and as it can relate to links to your other social sites outside of Motif Investing. Your continued use of the Motif Social Network reaffirms your agreement to the then-in-effect Terms of Use.

  2. DESCRIPTION OF THE MOTIF SOCIAL NETWORK

    Motif Investing makes available to users and customers through the website access to the Motif Social Network, which allows users and customers the ability to make interactive, electronic comments to defined friends, to investing social circles, or to the Motif Investing customer base at large. The Motif Social Network may be made available by Motif Investing through the website and any other Motif Investing-branded or co-branded websites which can include widgets and mobile application interfaces. The Motif Social Network enables users to share information about personal stock ownership and history, financial goals, or personal financial preferences, and through the Motif Social Network, all persons accessing the website, whether registered as users or not, may view such shared information.

    Participation in the Motif Social Network is defined by the Terms of Use. A user is able to post its Build Your Own motifs to the user's investing circle and friends, or to the larger customer base, and to post to personal social sites outside of Motif Investing.

    You understand and agree that the Motif Social Network may include service announcements and administrative messages as well as other non-transactional communications, and that agreeing to receive these communications is a requirement of your participation in the Motif Social Network. You agree not to access the Motif Social Network by any means other than through the interfaces that are provided or approved by Motif Investing.

  3. REGISTRATION

    In order to access the Motif Social Network, you must maintain certain relationships with Motif Investing, which include either registering as a user or applying as a customer for a brokerage account. The Motif Social Network is available to you only by logging into Motif Investing either as a user or customer.

    In order to uniquely identify yourself within the Motif Social Network, you will create a Motif Social Network ID. In certain circumstances a single ID may participate as a single user or to multiple Social Circles or Friends. Any authorized user or customer will be able to post information and update personal Motif Social Network settings including, without limitation, privacy elections for any Motif Social Network ID linked to that authorized user or customer ID, and you will be responsible for all activities through such ID.

  4. NETWORK ID: SHARING INFORMATION

    You understand that Motif Investing requires your Motif Social Network ID be the same as your Motif Investing user or customer ID, which is your e-mail address. You understand that the information shared or otherwise disclosed by you, including, without limitation, your Motif Social Network ID, and all postings and comments made by you, becomes an integrated part of your Motif Social Network.

    You hereby (a) grant to Motif Investing a perpetual, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to copy, use, modify and publish information posted in the Motif Social Network and all associated content, as may modified from time to time, on the website for use by persons accessing the website and to use any such information for its own internal use or in connection with processing trades or related activity, (b) represent and warrant to Motif Investing that you are the sole owner of information posted in the Motif Social Network and all associated content and have the right to license the same to Motif Investing as described in (a), and (c) agree that Motif Investing may terminate this license in whole or in part at any time.

    You acknowledge Motif Investing's unrestricted right to use information in any medium, now or in the future, without notice, compensation or other obligation to you or any other person. You understand and acknowledge that you will not incorporate proprietary or confidential information belonging to any other person. You understand that you are responsible for establishing your own personal social groups within the Motif Social Network. You can maintain one or more social groups, and determine through your personal settings, certain permissions for users within your social groups. You understand that you control and administer your privacy settings and permissions and are responsible for ensuring those permissions are active, as you alone deem necessary. You are responsible for reviewing your privacy settings and will adjust them according to your personal specifications. These permissions are your responsibility for each of your accounts, regardless of the number of individuals, joint tenants, trustees, or attorneys-in-fact that you have designated as able to act on your behalf with respect to such account(s). You are solely responsible for any decisions you make as a result of the discussions you have within your Motif Social Network groups and understand that Motif Investing merely provides an electronic interactive platform for these non-static discussions to occur, but in no way influences any investment decisions you make as a result of your participation in the Motif Social Network. You agree that if you have any questions or concerns regarding your Motif Investing brokerage account or the products and services available through Motif Investing, you will contact Motif Investing's Customer Service through other channels, including telephone and e-mail, and not attempt to contact Motif Investing through the Motif Social Network channel.

    Motif Investing reserves the right in its discretion (i) to monitor your use of the website and information transmitted through the website, (ii) to restrict or foreclose access from certain Internet sites or other resources, and (iii) to take other actions it deems necessary to protect the Motif Social Network and its resources. Due to this monitoring, you understand you cannot expect that communications through the website will remain "private" or otherwise free of review. You will refer to the Motif Investing Privacy Policy for information concerning expectations of privacy.

  5. WITHDRAWAL OR TERMINATION

    At your discretion, you may discontinue your active participation in the Motif Social Network, despite availability of this service always remaining available through your account (subject to termination by Motif Investing). Additionally, your status as a participant in the Motif Social Network, and your access to the website is made available by Motif Investing at its sole discretion, and Motif Investing may revoke in whole or in part, temporarily or permanently, your status as a member and/or access to the website without notice at any time and for any reason. At any time and without your authorization, Motif Investing may terminate your access to your prior postings and comments within your social group(s). While you alone control your participation in the Motif Social Network, if you choose to no longer actively participate, Motif Investing may, but is under no obligation to, delete prior posts and comments.

    Part of your participation includes your image, along with the image of other participants within your social groups. You agree to allow for use of your image, which you understand will appear within your social groups and within accounts of other participants that are part of your group. Motif Investing is under no obligation to remove your image from your account or the accounts of those in your social groups. You grant Motif Investing permission to use your image as part of promotional messages for Motif Investing, such as within advertisements and communications describing the Motif Social Network. Motif Investing has no obligation to preserve for any period of time any information you, or any other member has posted on the website through your participation in the Motif Social Network.

  6. CONTENT AND CONDUCT

    You understand that Motif Investing may determine in its sole discretion what constitutes acceptable behavior and activity within the Motif Social Network. Without limiting Motif Investing's right to make your participation in the Motif Social Network standard and content decisions in its sole discretion, you will not use the Motif Social Network to:

    1. Promote, offer for sale or sell any product or service, including, without limitation, any security or other financial or investment product or service.
    2. Send or otherwise post unauthorized commercial communications (such as spam or promotion of commercial services) on the website.
    3. Collect other users' content or information, or otherwise access the website, using automated means (such as harvesting bots, robots, spiders, or scrapers) or other means Motif Investing has not intentionally made available to you through the website without Motif Investing's written permission.
    4. Upload to the website any viruses, Trojan horses, worms, time bombs, or other computer-programming routines that are intended to damage, detrimentally interfere with, or surreptitiously intercept any system, data, or personal information.
    5. Solicit login information or access an account belonging to another user or customer.
    6. Bully, intimidate, or harass any member or post any content to the website that is: hateful, threatening, unlawful, harmful, abusive, tortious, defamatory, false, libelous, vulgar, obscene, invasive of another's privacy, racially, ethnically or otherwise objectionable, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
    7. Post to the website any content or materials that are determined to violate a third-party's proprietary rights, including, without limitation, patents, trade secrets, copyrights, rights, privacy or publicity, or materials that reveal personal, private or sensitive information about another person, without that person's consent, or otherwise infringe any third-party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
    8. Offer any contest, giveaway, or sweepstakes ("promotion") on the website.
    9. Do anything that could disable, overburden, or impair the proper working of the website.
    10. Impersonate any person or entity, including, without limitation, an employee or representative of Motif Investing.
    11. Engage in manipulative practices designed to obfuscate the true intent of your submissions to the website.
    12. Engage in actions that violate either the letter or spirit of the Terms of Use or any other agreement or terms of use related to the website.
    13. Intentionally or unintentionally engage in activity that: (i) is unlawful, including, without limitation, that violates regulations promulgated by the SEC, FINRA, or other regulatory entities; or (ii) violates contractual or fiduciary obligations, including, without limitation, breach of contract and non-disclosure agreements.
    14. Facilitate, provoke others in order to incite or otherwise encourage any violations of these Terms of Use.
    15. Post to the website any false claims regarding the products or services of Motif Investing or others.
    16. Post to the website any links, URLs, obfuscated URLs, or e-mail addresses.
    17. Post to the website any other person's personally identifiable information.
    18. Attack or abuse the Motif Social Network's moderators.

    Your participation in or use of services made available on the website, such as the Build Your Own motif service, may require that you comply with additional requirements and limitations, as set forth in the applicable Terms of Use.

    Motif Investing will enforce the above wherever it deems necessary and/or appropriate. Motif Investing does not control - and does not endorse - the content posted by participants within the Motif Social Network. You understand that your participation in the Motif Social Network is based on your own decision and at your own risk, and Motif Investing expressly disclaims responsibility for the content participants independently post to the Motif Social Network. Motif Investing, it its sole discretion, has the right, but not the obligation, to review and remove any content submitted or posted to the website. You understand that by accessing the Motif Social Network, you may be exposed to material that you deem to be offensive, indecent, obscene or otherwise objectionable. Under no circumstances will you hold Motif Investing or any of its respective officers, directors, agents and/or employees liable for any content or information displayed, or made available by participants through the Motif Social Network, or for any loss or damage of any kind incurred as a result of your participation and use of the Motif Social Network.

    The Motif Social Network consists of users posting information and content. You understand that all such information and content contained in the Motif Social Network is for informational purposes only and does not constitute a recommendation by Motif Investing or its affiliates, or by any other person, to enter into any securities transactions or engage in any of the investment strategies reflected, discussed or suggested in the Social Center or anywhere else on the website (whether such information is posted by Motif Investing or otherwise). Participants in Social Groups can and will write about securities and strategies in which they have a financial or other interest, and comments with respect to those securities may be based on what the author believes to be accurate. Performance data reflecting other participants' holdings may include information about securities held at other firms. While Motif Investing will make the service available for users and customer use, it is under no obligation to verify any of the information, claims, performance data, or validate the contents of any Build Your Own motif.

    You understand that Motif Investing is not responsible for the accuracy of performance data reflected in other participants' performance data and you understand that other information provided by participants within a Social Group may not be accurate, may not be current, is not reviewed or edited by Motify Investing to verify for truthfulness, and should not be relied upon as a basis for making investment decisions. If it comes to the attention of Motif Investing that performance data may be incorrect or inaccurate, Motif Investing may determine it is necessary to take corrective action, up to and including editing or removing performance data or other financial information from view. You acknowledge that you understand the risks of any investment and will carefully research any investment or pursuit of an investment strategy before making any investment decision. You are solely responsible for all investment decisions that you make, or any user makes, in your account.

    Nothing in the Motif Social Network is intended as, nor should you rely on it as, investment advice provided by Motif Investing or any user.

  7. INDEMNITY

    You agree to indemnify, hold harmless, and defend Motif Investing and any of its officers, directors, agents and employees from or against, as applicable, any and all claims, actions, demands, liabilities, losses, costs, expenses, damages or suits (including, but not limited to, attorneys' fees) caused by or arising from your improper use of the website or information you provided to Motif Investing, including any information or content that you may post to the website, your violation of the Terms of Use or any related agreements or terms of use, or your account's infringement or violation of any intellectual property or other rights of any person or entity. You will be responsible for any actions by any user of your account.

  8. NO WARRANTIES; LIMITATION OF LIABILITY

    No Warranties

    THE WEBSITE AND THE INFORMATION OR CONTENT CONTAINED ON, POSTED TO OR ACCESSED THROUGH THE WEBSITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MOTIF INVESTING ASSUMES NO OBLIGATION, AND DISCLAIMS ANY DUTY, TO UPDATE ANY SUCH INFORMATION.

    MOTIF INVESTING MAKES NO WARRANTIES REGARDING THE TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY OR ADEQUACY OF THE INFORMATION, SERVICES, SOFTWARE, TEXT, GRAPHICS, LINKS OR OTHER CONTENT CONTAINED ON OR POSTED TO THE WEBSITE. MOTIF INVESTING DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR FREE, THAT THE WEBSITE WILL CALCULATE MATHEMATICAL AND/OR FINANCIAL CALCULATIONS CORRECTLY, OR THAT THE WEBSITE WILL OPERATE FREE OF "BLACK OUT" PERIODS. YOU CARRY THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE WEBSITE.

    THE INFORMATION AVAILABLE OR OBTAINED THROUGH THE WEBSITE MAY BE SUBJECT TO ADDITIONAL DISCLAIMERS AND LIMITATIONS CONTAINED WITHIN THE WEBSITE AND OTHER DOCUMENTS AND CONTENT, WHICH YOU AGREE TO ABIDE BY AS STATED THEREIN.

    Limited Liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOTIF INVESTING BE LIABLE FOR ANY DAMAGES INCURRED BY YOU AS A RESULT OF YOUR USE OF THE WEBSITE OR THE INFORMATION OR CONTENT AVAILABLE ON OR POSTED TO THE WEBSITE. WITHOUT LIMITING THE FOREGOING, MOTIF INVESTING SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY INVESTMENT RELATED LOSSES, LOST PROFITS, LOSS OF INFORMATION, COSTS ASSOCIATED WITH LOST DATA, OR LOSSES ATTRIBUTED TO THE INABILITY TO USE THE WEBSITE OR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION ON THE WEBSITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES).

    YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND CONTENT IS AT YOUR SOLE RISK. THE PROVISION FOR THE USE OF THE WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MOTIF INVESTING SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL MOTIF INVESTING BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE WEBSITE OR THE INFORMATION OR CONTENT AVAILABLE ON OR POSTED TO THE WEBSITE.

  9. OTHER PROVISIONS

    1. Severability, Waiver and Effectiveness

      If any provision of these Terms of Use is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of these Terms of Use. Except as specifically permitted in these Terms of Use, no provision of these Terms of Use can be, nor will it be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of Motif Investing.

    2. Agreement

      Your intentional action in agreeing to these Terms of Use is evidenced by your participation in the Motif Social Network, which, by establishing and participating in a Social Group, demonstrates your consent to be legally bound by these Terms of Use and by other documentation governing your relationship with Motif Investing. Your consent to these Terms of Use, which are readily accessible and which you consent to have accessed, read, and understand, fully satisfies any requirement that they be provided to you in writing. You are solely responsible for reviewing and understanding all of the terms and conditions of this document, as may be amended from time to time. You accept as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including, the posting of modifications to these Terms of Use on the website.

      You agree to be bound by these terms, which will pass on to any successor, heir, agent, attorney-in-fact, or legally appointed representative, that acts on your behalf with respect to your account.



Motif Build Your Own Terms of Use

These Build Your Own Terms of Use ("Terms of Use") govern your use of the "Build Your Own" motif service (the "Service") available through the Motif Investing, Inc.'s ("Motif Investing") website (referred to as the "website"), including your use of the Service to create one or more motifs and publish them on the website. You acknowledge receipt of these Terms of Use and agree to check regularly for any amendments to the Terms of Use and other terms of use, customer or other agreements, and statements, which can be easily retrieved in one location within the tab.

Motif Investing will not assist in the selection of the securities contained in the Build Your Own motifs and will not otherwise provide any advice to you with respect to creating Build Your Own motifs. The website provides an electronic interactive platform on which the Build Your Own motifs you create will be published. The website, by design, facilitates the creation and publication of interactive content that invites ongoing interactive discussions between you and users with viewing access, regarding any Build Your Own motif that you create and publish.

Motif Investing reserves the right to review and monitor the contents of any Build Your Own motif and block or remove content that it deems inappropriate in its sole discretion. Any such review in no way constitutes a determination that such motif is a sound or advisable investment or substitutes for an individual's evaluation of whether an investment strategy or security is suitable for such individual.

Motif Investing will determine in its sole discretion what constitutes acceptable behavior and activity within the Motif Investing Social Network ("Motif Social Network") and comments or other content that are associated with your Build Your Own motif.

By accessing the website and creating a Build Your Own motif, you (a) grant to Motif Investing a perpetual, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to copy, use, modify and publish your Build Your Own motif(s) (the "Licensed Motifs") and all associated content, in each case as the same may be rebalanced or otherwise modified from time to time, on the website for use by persons accessing the website and to use any such information for its own internal use or in connection with processing trades or related activity, (b) represent and warrant to Motif Investing that you are the sole owner of the Licensed Motifs and all associated content and have the right to license the same to Motif Investing as described in (a), and (c) agree that Motif Investing may terminate this license in whole or in part at any time.

You agree to adhere to the requirements embedded in the Service or set forth in these Terms of Use for the development of any motif that you create. Your motif may contain up to 30 individual exchange-listed securities. You may not include in your motif shares of mutual funds, corporate or government bonds, options, or over-the-counter stocks. You must provide a name and description of your Build Your Own motif and may also include a photo to be associated with the motif.

Your creation and publishing of a Build Your Own motif and any content created by you and associated with a Build Your Own motif, including communications by you in the Motif Social Network, must adhere to the following code of conduct (in addition to the Motif Social Network Terms of Use):

In order to have access to the Service, you must maintain a brokerage account with Motif Investing or be a registered user. Access to the Service is available only through login to the website.

By accessing the Service, you represent to Motif Investing that you are acting solely on behalf of yourself and not on behalf of any other person or firm, and that you have never been the subject of a disciplinary action by a securities regulator or self-regulatory organization or been found by a court or regulator to have (or admitted or pled nolo contendere or the equivalent to a court or regulator that you have) violated any federal or state securities laws.

By publishing your Build Your Own motif, you are responsible for not presenting information that can be deemed personal, private, and non-public, including your user identification and password, your physical address and phone number, and your full name , among other information. You will also not post any content that may be considered personal or confidential information that belongs to any other person. You extend permission for Motif Investing to use, copy, modify, or repurpose information that you have posted on the website, either now or in the future, without notice or compensation or any other obligation.

THE WEBSITE AND THE INFORMATION OR CONTENT CONTAINED ON, POSTED TO OR ACCESSED THROUGH THE WEBSITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MOTIF INVESTING ASSUMES NO OBLIGATION, AND DISCLAIMS ANY DUTY, TO UPDATE ANY SUCH INFORMATION.

MOTIF INVESTING MAKES NO WARRANTIES REGARDING THE TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY OR ADEQUACY OF THE INFORMATION, SERVICES, SOFTWARE, TEXT, GRAPHICS, LINKS OR OTHER CONTENT CONTAINED ON OR POSTED TO THE WEBSITE. MOTIF INVESTING DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR FREE, THAT THE WEBSITE WILL CALCULATE MATHEMATICAL AND/OR FINANCIAL CALCULATIONS CORRECTLY, OR THAT THE WEBSITE WILL OPERATE FREE OF "BLACK OUT" PERIODS. YOU CARRY THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE WEBSITE.

THE INFORMATION AVAILABLE OR OBTAINED THROUGH THE WEBSITE MAY BE SUBJECT TO ADDITIONAL DISCLAIMERS AND LIMITATIONS CONTAINED WITHIN THE WEBSITE AND OTHER DOCUMENTS AND CONTENT, WHICH YOU MUST ABIDE BY AS STATED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOTIF INVESTING BE LIABLE FOR ANY DAMAGES INCURRED BY YOU AS A RESULT OF YOUR USE OF THE WEBSITE OR THE INFORMATION OR CONTENT AVAILABLE ON OR POSTED TO THE WEBSITE. WITHOUT LIMITING THE FOREGOING, MOTIF INVESTING SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY INVESTMENT RELATED LOSSES, LOST PROFITS, LOSS OF INFORMATION, COSTS ASSOCIATED WITH LOST DATA, OR LOSSES ATTRIBUTED TO THE INABILITY TO USE THE WEBSITE OR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION ON THE WEBSITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES).

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND CONTENT IS AT YOUR SOLE RISK. THE PROVISION FOR THE USE OF THE WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MOTIF INVESTING SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL MOTIF INVESTING BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE WEBSITE OR THE INFORMATION OR CONTENT AVAILABLE ON OR POSTED TO THE WEBSITE.

If any provision of these Terms of Use is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of these Terms of Use. Except as specifically permitted in these Terms of Use, no provision of these Terms of Use can be, nor will it be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of Motif Investing.

Your intentional action in agreeing to these Terms of Use is evidenced by your participation in the Service, which, by creating and/or publishing a Build Your Own motif, demonstrates your consent to be legally bound by these Terms of Use and by other documentation governing your relationship with Motif Investing. Your consent to these Terms of Use, which are readily accessible and which you consent to have accessed, read, and understand, fully satisfies any requirement that they be provided to you in writing. You are solely responsible for reviewing and understanding all of the terms and conditions of this document, as may be amended from time to time. You accept as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including, the posting of modifications to these Terms of Use on the website.

You agree to indemnify, hold harmless, and defend Motif Investing and any of its officers, directors, agents and employees from or against, as applicable, any and all claims, actions, demands, liabilities, losses, costs, expenses, damages or suits (including, but not limited to, attorneys' fees) caused by or arising from your improper use of the website or information provided to Motif Investing by you, including any information or content that you may post to the website, your violation of the Terms of Use or any related agreements or terms of use, or your or any user of your account's infringement or violation of any intellectual property or other rights of any person or entity. You will be responsible for any actions by any user of your account.

You agree to be bound by these terms, which will pass on to any successor, heir, agent, attorney-in-fact, or legally appointed representative, that acts on your behalf with respect to your account.

You agree that your ability to access an electronic version of these Terms of Use fully satisfies any requirement that the Terms of Use be provided to you by e-mail or in writing. These Terms of Use are available to be viewed at all times at www.motifinvesting.com.

Version 092013-04