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Terms and Conditions

THE USER OF THIS WEB SITE, ("USER") MUST AGREE TO ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED HEREIN ("TERMS OF USE") TO ACCESS AND USE THIS WEB SITE. BY ACCESSING AND USING THIS WEB SITE, USER AGREES TO THESE TERMS OF USE (THIS DISCLOSURE AND TERMS OF USE IS COLLECTIVELY REFERRED TO HEREIN AS "TERMS OF USE"), JUST AS IF USER HAD SIGNED THIS AGREEMENT. IF USER DOES NOT WISH TO BE BOUND BY THIS AGREEMENT, USER SHOULD EXIT THIS SITE IMMEDIATELY. FOR PURPOSES OF THIS TERMS OF USE, THE TERM "RAYMOND JAMES" WILL MEAN AND INCLUDE RAYMOND JAMES FINANCIAL SERVICES ("RJFS") AND RAYMOND JAMES AFFILIATED COMPANIES.

If User is an owner of intellectual property who believes User’s intellectual property has been improperly posted or distributed via this Web site, please notify Raymond James by sending email to our Webmaster or by sending a notice by U.S. Mail to: RJFS, National Sales - ICD, 880 Carillon Parkway, St. Petersburg, FL 33716.

The content and material that appears on this Web site is for informational purposes only. Despite Raymond James’ efforts to provide useful and accurate information, errors may appear from time to time. Before User acts on information User has found on this site, User should confirm any facts that are important to User’s decision.

If User disagrees with any material User finds on this Web site, Raymond James suggests that User respond by noting User’s disagreement in an appropriate site forum. Raymond James invites User to bring to its attention any material User believes to be factually inaccurate. Please forward a copy of the material to our Webmaster, along with an explanation of User’s disagreement. User may contact Raymond James by visiting our Contact Us page.

User agrees to not rely on the information contained on this Web site or any information provided to User by Raymond James in connection with User’s use of this Web site and to conduct User’s own due diligence before entering into any transaction or relationship.

User should use common sense and caution when using this Web site and consult with User’s legal, compliance, tax and financial advisors before deciding to enter into a transaction or any relationship.

Raymond James assumes no responsibility for verifying, investigating, supplementing, updating or correcting any information contained on this Web site or provided to User in connection with User’s use of this Web site or for performing any due diligence with respect to any transaction or employment/independent contractor relationship or other relationship User may consider. Raymond James does not make any warranties concerning businesses and individuals that list on this Web site or that are otherwise introduced to User in connection with User’s use of this Web site, including but not limited to the value and condition of such businesses, the credentials or experience of such individuals, the representations of such businesses and individuals (whether buyer or seller or prospective employer or candidate for employment/independent contractor relationship), the retention of clients or assets under management following any transaction or the establishment of any employment or independent contractor relationship, or any other aspect of the businesses or individuals. Raymond James does not provide legal, employment, tax, accounting, financial or regulatory advice in the acquisition, merger or sales process, about employment or independent contractor relationship or other relationship or with respect to any information contained on this Web site. There are inherent risks associated with any sort of transaction and employment or independent contractor relationship and other relationship, including, but not limited to, fraud or people acting under false pretense, theft and privacy.

Use of this Web Site

Raymond James may change, restrict access to, suspend or discontinue all, or any portion of this Web site, at any time.

Links to Third Party Sites

This Web site contains links to sites operated by third parties. The linked sites are not under Raymond James’ control, and Raymond James is not responsible for the contents of any linked site or subsequent links from that site. Please review the linked site's use agreements, and if User does not agree to be bound by the terms governing that site, Raymond James’ recommends that User terminate User’s visit to that site. Raymond James provides links only as a courtesy to our users, and such links do not imply Raymond James’ endorsement of any linked site.

Raymond James is an Independent Contractor, Not a Representative or Fiduciary

Raymond James provides this Web site and the information contained therein to User as an independent contractor only and not as an agent or representative of, or fiduciary to User or any other person. User’s use of this Web site, including, without limitation, any discussions with representatives of Raymond James in connection with succession, merger or acquisition planning, does not create an agency relationship between User and Raymond James. Similarly, Raymond James is not to be considered an employer with respect to User’s use of this Web site and Raymond James shall not be responsible for any employment or independent contractor decisions, for whatever reason made, made by User. Raymond James has no involvement in the negotiation or completion of any transaction between User and any buyer, seller or service provider or in the negotiation or retention of any employment or independent contractor relationship between User and, as the case may be, any prospective employer or candidate. As a result, Raymond James has no control over the truth or accuracy of any information provided on this Web site or otherwise provided to User by Raymond James in connection with User’s use of it, the ability of any buyer or seller to enter into or complete any transactions, the ability of a prospective employer or candidate to enter into or fulfill the requirements of any employment or independent contractor or other relationship, the terms and conditions of employment or of any potential career opportunity, the ability of potential employers to offer career opportunities to candidates or the ability of potential candidates to fill career opportunity openings. Raymond James cannot ensure that any buyer or seller will actually complete a transaction or that a prospective employer or candidate will enter into an employment or independent contractor or other relationship.

Personal Use of Contents

The contents and applications found on this Web site are provided for User’s personal information only and should not be used for investment advice. When making a decision about User’s investments, User should seek the advice of a professional financial advisor.

Site Content, Business Information, and Third Party Services

Raymond James may provide sources of advice, assistance, valuation tools, checklists, contract forms or sample language, or other documentation and information. Raymond James may also recommend professionals, including consultants, or provide links to services offered by companies that may be of assistance to User in the sale or acquisition process. User bears full and complete responsibility in the use of or reliance on information provided on this Web site or otherwise provided to User by Raymond James as a result of User’s use of it, including sample contract forms, suggested language, checklists, valuation tools, and service providers. User bears all risk of loss or damage in User’s use of this Site, including but not limited to the listing service and Career Listings Information.

Confidentiality

User agrees that all information supplied to User through the listing service or by Raymond James Personnel about a prospective buyer or seller and its affiliates and agents will be deemed confidential information ("Confidential Listed Information"). User will hold any and all Confidential Listed Information User obtains in strictest confidence and will use and permit use of Confidential Information solely in connection with a particular potential transaction with the party to whom the Confidential Information relates. User further agrees that all information supplied to User through the Career Listings Service will be deemed confidential information ("Career Listings Information"). User will hold any such Career Listings Information User obtains in strictest confidence and will use and permit use of Career Listings Information solely in connection with a particular potential employment relationship with the party to whom the Career Listings Information relates. Confidential Listed Information and Career Listings Information is collectively referred to in this agreement as "Confidential Information." Without limiting the foregoing, User shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of Confidential Information as User employs with respect to User’s own confidential information of like importance; and User may disclose or provide access only to User’s responsible employees and advisors who are actively working on a particular potential transaction or potential employment relationship and who agree to abide by the confidentiality provisions of this Web site. User agrees that User will bear the responsibility for the use of Confidential Information by User’s employees and advisors and that User will take all steps necessary to ensure that User’s employees and professional advisors such as lawyers and financial advisors avoid disclosure of Confidential Information. User may make copies of Confidential Information only to the extent reasonably necessary for purposes of the particular prospective transaction or prospective employment relationship. Other Users of this Web Site shall be express and intended third party beneficiaries of the protections set forth in this section of this Agreement

Disclosure and Publication of Information about User

User authorizes the disclosure of User’s Confidential Information (as defined above) to:

    Raymond James personnel for purposes of introducing User to products and services offered by Raymond James; and/or in connection with the administration of this Web site and the Advisor Transition Support of RJFS;

    Personnel of Raymond James ("Raymond James Personnel") for purposes of introducing User to prospective buyers or sellers identified by Raymond James Personnel if User subscribes to the listing service; provided, however, that if User is Listed Information as a seller on the listing service, User may instruct Raymond James to refrain from disclosing contact information provided (name, address, e-mail address and phone number) to sales personnel of Raymond James for this purpose;

    Prospective buyers or sellers identified by Raymond James Personnel if User subscribes to the listing service. Prospective buyers and sellers may include persons and entities other than subscribers to the listing service, subject to the limitation set forth in sub-paragraph b above to the extent applicable; and/or listing service subscribers if User subscribes to the applicable listing service.

Listings. The provisions of this Section apply to User in the event User elects to list as a prospective buyer or seller on the listing service and/or as a prospective employer or candidate on the Career Listings Service.

    Raymond James may limit who can list as a buyer or seller on the listing service. Buyer listings are generally, but not always, limited to independent investment advisors that custody their client assets with Raymond James. Raymond James may further limit buyer listings to those investment advisors that custody their client assets with Raymond James and with whom Raymond James has favorable business prospects. Raymond James has a financial interest in, and compensation received by Raymond James Personnel is affected by, the retention and growth of assets custodied at Raymond James. Raymond James may decline to post some proposed buyer listings on the listing service.

    Raymond James may limit who can list as a prospective employer or candidate on the Career Listings Service. Employer or independent contractor listings are generally, but not always, limited to independent investment advisors that custody their client assets with the Raymond James division of Raymond James. Raymond James may further limit employer or independent contractor listings to those investment advisors that custody their client assets with Raymond James and with whom Raymond James has favorable business prospects. Raymond James has a financial interest in, and compensation received by Raymond James Personnel is affected by, the retention and growth of assets custodied at Raymond James. Raymond James may decline to post some proposed employer or independent contractor listings on the Career Listings Service.

    "Listed Information" is defined as: (a) the content of User’s listings and any information User provides to Raymond James in connection with User’s listing(s) on the listing service, including but not limited to any information User provides to Raymond James Personnel in connection with a possible introduction to prospective buyers or sellers; (b) the content of User’s listings and any information User provides to Raymond James in connection with User’s listing(s) on the Career Listings Service; and (c) any messages User sends through this Web site. User is solely responsible for Listed Information, and Raymond James acts only as a passive conduit for distribution and publication of the Listed Information; provided, however, that Raymond James, in its sole discretion and at any time and for any reason may decline to post, or discontinue the posting of, User’s Listed Information on the Career Listings Service.

    User represents and warrants that all Listed Information of User: (a) will not be false, inaccurate or misleading; (b) will not be fraudulent; (c) will not contain any advertising or inappropriate materials; (d) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (e) will not violate any law, statute, ordinance or regulation (including, without limitation those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (f) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (g) will not be obscene, pornographic, or contain child pornography; and (h) will not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Without limiting or waiving any right or remedy Raymond James may have with regard to a breach of this Agreement by User, whether provided under this Agreement or otherwise, Raymond James may delete User’s Listed Information, in whole or in part, if Raymond James believes User to be in violation of this sub-paragraph..

    User hereby grants Raymond James a non-exclusive, worldwide, perpetual, royalty-free license to use the Listed Information, in any media now known or later developed, on this Web site.

If User uses the listing service or this Web Site, User hereby represents that User is a sophisticated investor that has such knowledge and experience so as to be aware of the risks and uncertainties inherent in, and has the financial wherewithal to bear the risk of loss relating to, the types of transactions that User may participate in as a result of User’s use of this Web site and that User will, independently and without reliance upon Raymond James, make User’s own analysis and decision before entering into a transaction based upon User’s use of this Web site.

Intellectual Property

User acknowledges that all content and materials available on this site are protected by national and international copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how or other proprietary rights and laws and are owned by Raymond James or its licensors. Except where otherwise noted, User may download, print or view individual pages for User’s own internal information purposes and non-public use, provided User does not delete or change any of the information, including copyright or trademark notices. User may only use this Web site or its contents as expressly permitted in this Terms of Use and for no other purpose. Raymond James and its licensors retain exclusive ownership of all data, material and other information regarding User’s use of this Web site. Except as Raymond James may expressly authorize, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the content or materials on this Web site. Systematic retrieval of data or other content from this site to create or compile, directly or indirectly, a collection, compilation, database or directory without our written permission is prohibited. Unless otherwise indicated, all logos, names, package designs and marks on this Web site are trademarks or service marks or used under license by Raymond James or its licensors. The use or misuse of any of these materials is strictly prohibited.

User's Grant of Limited License

By posting or submitting content to this Web site, including providing feedback to Raymond James via email, User grants Raymond James the right to use, reproduce, display, perform, adapt, modify, distribute and promote the content in any form, anywhere and for any purpose. User also warrants and represents that User owns or otherwise controls all of the rights to the content and that our public posting and use of User’s content will not infringe or violate the rights of any third party. Raymond James retains the right to monitor, edit or otherwise change User’s postings or other content submitted to this Web site without User’s permission.

Disclaimer of Warranties

Raymond James works hard to make this Web site interesting and enjoyable, but Raymond James cannot guarantee that our users will always find everything to their liking. Please read this Disclaimer carefully before using our site.

USER EXPRESSLY AGREES THAT ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS WEB SITE (THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR USER’S USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. RAYMOND JAMES AND IT’S LICENSORS DO NOT MAKE ANY WARRANTY THAT THE CONTENT OF THIS WEB SITE IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT USER WILL ACHIEVE SUCCESSFUL RESULTS FROM FOLLOWING ANY INSTRUCTIONS, DIRECTIONS OR RECOMMENDATIONS ON THIS SITE.

Events Beyond Raymond James' Control

Raymond James will not be liable for any loss resulting from a cause over which Raymond James or its affiliates does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, interruption of communications or data processing services, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

Site Availability

User’s ability to access this Web site may be limited during periods of high volume, systems upgrades and/or daily maintenance, or for other unanticipated reasons. Raymond James will not be liable if User is unable to access this Web site or are unable to complete transactions through it.

Limitation of Liability

IN NO EVENT WILL RAYMOND JAMES, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, LICENSORS, VENDORS, MEMBERS OR PARTNERS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THIS WEB SITE) ARISING OUT OF THIS TERMS OF USE AND/OR USER’S USE OF THIS WEB SITE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. USER AGREES THAT USER WILL HAVE SOLE AND COMPLETE RESPONSIBILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN BY USER IN RELIANCE UPON THIS WEB SITE. USER AGREES THAT THE LIABILITY OF RAYMOND JAMES' SUPPLIERS, LICENSORS, AND VENDORS AND RAYMOND JAMES, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, MEMBERS OR PARTNERS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE TERMS AND CONDITIONS OF THIS TERMS OF USE OR THIS WEB SITE WILL IN NO EVENT EXCEED THE GREATER OF (A) FIFTY DOLLARS ($50) OR (B) THE TOTAL FEES PAID, IF ANY, TO RAYMOND JAMES FOR USE OF THIS WEB SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES RAYMOND JAMES' AND SUCH THIRD PARTIES' LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION WILL APPLY TO ALL CLAIMS ARISING OUT OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND USER’S USE OF THIS WEB SITE.

User’s Indemnity

User hereby agree to release, defend, indemnify, and hold harmless Raymond James and its officers, directors, agents, subsidiaries and employees from and against any claim, action, proceeding, liability, loss, damage, cost, or expense (including, without limitation, attorneys' fees and expert costs) of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with User’s breach of this Terms of Use, User’s use of this Web site or the use or misuse of Confidential information by User, User’s employees or User’s advisors, or any transaction that arises from User’s use of this Site including any potential sale, acquisition or merger or any potential employment relationship (each a "Claim" and, collectively, the "Claims"); except any such claims, demands and damages that are the result of Raymond James' gross negligence or willful misconduct. User shall pay all amounts that a court finally awards or that User agrees to in settlement of any Claim(s) as well as any and all of Raymond James' expenses or charges as they are incurred by Raymond James or any other party indemnified under this Section in cooperating in the defense of any Claim(s). This obligation shall survive expiration or termination of this Agreement. If User is a California resident, User waives California Civil Code § 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." This obligation shall survive expiration or termination of this Agreement. Raymond James reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with us in asserting any available defenses.

Compliance with Applicable Law

User will be responsible for ensuring that User’s use of this Web site complies with all applicable federal and state securities and other laws, rules (including applicable self-regulatory organization rules), and regulations. User also will be responsible for ensuring that any transaction that arises from User’s use of this Web site, including a sale, acquisition, merger or employment relationship, complies with all applicable federal and state laws, rules and regulations.

International Use

By choosing to access this Web site from any location other than the United States, User accepts full responsibility for compliance with all local laws that are applicable. Raymond James makes no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited.

Choice of Law

This Agreement shall, for all domestic and international purposes, be governed, interpreted, construed and enforced solely and exclusively in accordance with the laws of the State of Florida, U.S.A., without regard to conflicts of law provisions. User expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or User’s use of this Web site shall be filed only in the state or federal courts located in the State of Florida, and User further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled and resolved by arbitration in Hillsborough County, Florida, in accordance with the rules of the National Association of Securities Dealers. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall be responsible for its own attorney fees. Costs and arbitration fees shall be paid by the losing party. Any award by the arbitrator shall be subject to the limitations set forth herein.

Integration and Severability

This Terms of Use constitutes the entire agreement between Raymond James and User with respect to this Web site and supersedes all prior or contemporaneous communications and proposals between us with respect to this site. If any provision of this Terms of Use agreement is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect.

Unauthorized Use and Termination

User agrees to use this Web site only for authorized and legal activities. Raymond James reserves the right, in its our sole discretion, to terminate User’s access to all or part of this site, with or without notice and for any reason whatsoever.

Termination

If User breaches any of the terms and conditions of this Agreement, Raymond James may terminate User’s authorization to use this Web site without prior notice to User, including but not limited to automatically invalidating User’s password(s) and authorization to use the listing service and deleting User’s Listed Information. Upon such termination, User must immediately destroy any downloaded or printed materials. Raymond James reserves the right to discontinue the listing service, at any time, for any reason, without notice. User may terminate User’s subscription to the listing service by clicking "delete" in User’s listing service profile or as otherwise provided in listing service instructions. Any fees due to Raymond James that are contingent upon User’s completion of a transaction with a subscriber of the listing service will survive termination of User’s subscription for six (6) months from the date of termination and User agree to pay Raymond James any such fees if they become due.

Miscellaneous

The Raymond James staff does its best to ensure that information Raymond James posts to this Web site is both timely and accurate; however, the news changes over time and reports that were accurate when posted quickly become dated. Though Raymond James may post follow-up reports, and may continue to provide access to the original report, as in an archive of news stories, for example, Raymond James does not go back and change the original report to reflect new developments. If User is looking for the most recent information on a given subject, and not the history of how the story unfolded, be sure User is not looking at an out-of-date report.

To obtain access to any or a portion of the Web site, User may be required to register with Raymond James. As part of any such registration process, User will select a username and a password. User agrees that the information User supplies during that registration process will be accurate and complete and that User will not register under the name of, or attempt to enter this Web site under the name of, another person. Raymond James reserves the right to reject or terminate any user name that, in its judgment, it deems offensive. User will be responsible for preserving the confidentiality of User’s password and will notify Raymond James of any known or suspected unauthorized use of User’s account.

Raymond James hopes User enjoys using this Web site, and Raymond James welcomes suggestions for improvements.