LICENSED PRODUCT

Terms of Use

Last modified: June 15, 2022

The Financial Industry Regulatory Authority, Inc. ("FINRA" ) develops, produces, and licenses financial services industry-related materials and courses that are made available on the FINRA.org website (https://www.finra.org/rules-guidance/key-topics/senior-investors/elder-abuse-prevention-training). The materials and course on “Addressing and Reporting Financial Exploitation of Senior and Vulnerable Adult Investors” (the “Licensed Product”) were created jointly by FINRA, the North American Securities Administrators Association (“NASAA”), and staff from the U.S. Securities and Exchange Commission (“SEC”).  The use of the Licensed Product is conditioned upon the acceptance by you (“End User”), without modification, of these terms of use, and the terms and conditions displayed at www.finra.org/legal, which are incorporated herein by reference (collectively, "Terms of Use"). FINRA, NASAA, and the SEC reserve any rights, privileges, or immunities not expressly granted under these Terms of Use.

In consideration of the recitals and the mutual covenants and conditions set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. License.

1.1. License. Subject to these Terms of Use, FINRA hereby grants End User a worldwide, revocable, non-exclusive, non-transferable, non-sublicensable right and license to download and display the Licensed Product solely on Provider’s website(s) (the “License”).  The License and these Terms of Use shall immediately and automatically terminate if at any time End User does not comply in a timely fashion with any obligation under these Terms of Use. In addition, FINRA may terminate the License and these Terms of Use in whole or in part upon written notice to End User.

1.2. Restrictions on License. Except as otherwise expressly specified in these Terms of Use, End User may not (a) decompile, reverse engineer, disassemble, modify, distribute, or create derivative works or improvements from the Licensed Product or any portion thereof, or attempt to discover any source code, protocols, or other trade secrets in the Licensed Product; (b) obtain or attempt to obtain unauthorized access to FINRA’s network; (c) incorporate Licensed Product into any hardware or software device that End User is not authorized to use or otherwise modify; (d) use, export, or re-export Licensed Product in violation of applicable laws or regulations; (e) sell, lease, loan, distribute, transfer, or sublicense Licensed Product or access thereto or derive income from the use or provision thereof, whether for direct commercial or monetary gain or otherwise; (f) use Licensed Product in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use; (g) use Licensed Product in a manner that infringes, violates or misappropriates FINRA’s, its affiliates, or a third party’s intellectual property rights or the intellectual property rights of the SEC or NASAA; (h) use of any data mining, robots or similar data gathering or extraction tools; (i) display Licensed Product or the Licensed Marks (as defined below) on any website or in any manner that disparages FINRA or is otherwise threating, vulgar or inappropriate as FINRA determines, in its sole discretion; or (j) use Licensed Product for any enterprise or commercial purposes for which the Licensed Product was not designed.     

1.3. Payment. As a service to promote greater reporting of suspected senior financial exploitation, the access and use of this Licensed Product is provided free of charge.

1.4. No Notice Removal. End User shall not remove, obscure, make illegible, or alter any original copyright, disclaimer, or other notices or indications placed on the Licensed Product.

2. Ownership.

2.1. Licensed Product. FINRA, NASAA, and the SEC jointly and severally own the Licensed Product and all derivatives. The End User acknowledges and agrees that FINRA, NASAA, and the SEC are jointly and severally the exclusive and rightful owners of, and, to the extent permitted by applicable federal law, shall retain all worldwide right, title and interest in and to all intellectual property and proprietary rights, including copyright and trademark, of the Licensed Product and all derivatives. The End User agrees that it shall have no property or other rights to the Licensed Product. The Licensed Product shall include, but shall not be limited, to software (both object and source code), raw data including text, graphics, images and video as delivered to the End User under these Terms of Use. The Licensed Product shall further include any and all revisions, updates, modifications, derivatives and alterations thereto. Nothing contained in these Terms of Use shall serve to transfer to the End User any ownership or proprietary interest to the Licensed Product. To the extent permitted by applicable federal law, FINRA, NASAA, and the SEC reserve all intellectual property and proprietary rights in and to the Licensed Product not specifically granted to the End User under these Terms of Use.

2.2. FINRA Licensed Marks. End User acknowledges and agrees that FINRA is the exclusive and rightful owner of, and shall retain all worldwide right, title and interest in and to, all registered and unregistered, and any future registered, names, trademarks, trade dress, service marks, domain names, and logos, or any derivation thereof, and all goodwill therein, of FINRA and its affiliates ("Licensed Marks").  Nothing contained in these Terms of Use shall serve to transfer to End User any ownership or proprietary interest to the Licensed Marks.  In addition, use of the Licensed Marks is subject to FINRA’s Trademark/Service Mark Notices found at www.finra.org/Legal/.  Except for the limited license granted herein, End User is not authorized to use any Licensed Marks.  End User agrees that the nature and quality of all use of the Licensed Marks, and the goods and services offered in connection therewith by End User shall be of a quality at least as high as the quality of goods and services offered by FINRA as of the date End User agrees to these Terms of Use, and consistent with FINRA’s reputation in the securities industry, its responsibility as a regulator in the securities industry and its goal of maintaining market integrity and providing reliable information to investors, brokers and firms.  FINRA may promulgate additional quality standards from time to time, in its discretion, and End User agrees to comply with any such quality standards.  All names, trademarks, trade dress, service marks, domain names, and logos, other than the Licensed Marks, appearing in the Licensed Product therein are the property of their respective owners. 

2.3. Restrictions on Use of FINRA’s Licensed Marks and Publicity. The End User agrees that the End User will not: (a) use any FINRA Licensed Marks, in any way including (without limitation) in any advertising or promotional media, or for any other reason, without the prior written consent of FINRA; or (b) make any statements to the media or issue any press statements regarding FINRA. Nothing contained in these Terms of Use shall be deemed to give such consent.

3. Privacy. The terms of FINRA’s Privacy Policy, available at www.finra.org/privacy/, govern the use of End User’s information, if any, in connection with these Terms of Use or use of the Licensed Product. If there is any conflict between FINRA’s Privacy Policy or these Terms of Use, these Terms of Use shall control.

4. Warranty Disclaimer.

4.1. Disclaimer. THE LICENSED PRODUCT IS PROVIDED "AS IS", "AS AVAILABLE", "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND. WITHOUT IN ANY WAY LIMITING THE FOREGOING, FINRA DOES NOT REPRESENT OR WARRANT: (1) UNINTERRUPTED USE, CONTINUED AVAILABILITY OR UNINTERRUPTED, TIMELY OR ACCURATE OPERATION OF THE LICENSED PRODUCT; (2) THE LICENSED PRODUCT WILL MEET THE USER’S REQUIREMENTS OR WILL BE DELIVERED IN A MANNER THAT IS UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LICENSED PRODUCT WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (4) THE QUALITY OF THE LICENSED PRODUCT WILL MEET THE USER’S EXPECTATIONS; OR THAT (5) ANY ERRORS OR DEFECTS IN THE LICENSED PRODUCT WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM FINRA OR THROUGH OR FROM USE OF THE LICENSED PRODUCT SHALL BE INTENDED TO PROVIDE ANY LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE. FINRA IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OF THE LICENSED PRODUCT.

FINRA, NASAA, and the SEC DO NOT OFFER ANY WARRANTIES OF ANY KIND, INCLUDING EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, TITLE, OWNERSHIP, INTELLECTUAL PROPERTY INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, AVAILABILITY, FREEDOM FROM INTERRUPTION, ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

4.2. No Further Warranties or Representations. Nothing contained in these Terms of Use shall be construed as: (a) an agreement to prosecute actions or suits against third parties for infringement or conferring any right to bring or prosecute actions or suits against third parties for infringement; or (b) an obligation on the part of FINRA, NASAA, or the SEC to furnish any technical information or know-how related to the Licensed Product or the use or display thereof as contemplated under these Terms of Use.

4.3. Regulatory. FINRA, NASAA, and the SEC make no warranties or other representations that the use of Licensed Product will satisfy the End User's employees’ statutory and/or regulatory responsibilities with respect to federal, state laws and regulations and/or FINRA regulations. Further, the End User's license and/or access or use of Licensed Product will not exempt the End User or the End User's firm (if involved in the industry) from a FINRA examination on a similar subject or guarantee or ensure that, upon such an examination, the End User will be found to comply with the related regulation.

5. Indemnification and Limitation of Liability.

5.1. Indemnification. The End User agrees to indemnify, defend, and hold FINRA and its officers, directors, employees, affiliates and agents (“FINRA Parties”), NASAA, and the SEC1 harmless from and against any claims and shall pay all losses, damages, liabilities, claims and actions, and all related expenses (including reasonable attorneys’ fees and expenses) that FINRA may incur by reason of the End User’s breach of any terms, provisions, covenants, warranties or representations contained herein and/or in connection with the enforcement of these Terms of Use.

5.2. Limitation of Liability.  IN NO EVENT WILL THE FINRA PARTIES, NASAA, OR THE SEC BE LIABLE TO END USER FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FINRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS MAY NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO END USER.

6. Confidential Information. In connection with these Terms of Use, the End User may be dealing with the confidential and proprietary information of FINRA, including the Licensed Product and these Terms of Use which shall be deemed “FINRA Confidential Information,” the disclosure of which would cause irreparable injury to FINRA. The End User shall not disclose to anyone, directly or indirectly, either while performing under these Terms of Use or at any other time thereafter, any such FINRA Confidential Information, or use such FINRA Confidential Information other than in connection with performing the obligations under these Terms of Use. All FINRA files and documents, including the Licensed Product material that the End User might acquire under these Terms of Use or that might be given to the End User under these Terms of Use are the property of FINRA. End User shall use the FINRA Confidential Information solely for the License. Upon termination, expiration, or at any time upon the request of FINRA, the End User shall: (a) return or destroy all FINRA Confidential Information, including the Licensed Product and all associated materials displayed in connection therewith, computer caches or other databases into which the Licensed Product and associated materials were intentionally, necessarily or incidentally copied in the End User’s possession or control; and (b) provide a written certification that such return or destruction has been completed in accordance with the requirements of this section.

7. Miscellaneous.

7.1 Term. These Terms of Use shall terminate upon the earlier of (i) termination or expiration of End User’s License or (ii) written notice by FINRA.

7.2 Entire Agreement.  These Terms of Use, FINRA’s Trademark/Service Mark Notices, and FINRA’s Website Privacy Policy constitute the entire agreement between End User and FINRA.

7.3 Governing Law.  These Terms of Use shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. End User agrees that the jurisdiction for any claim brought under these Terms of Use shall be in New York City, State of New York. End User also expressly waives any right to a jury trial.

7.4 Export Restrictions. The End User acknowledges that the Licensed Product is subject to the export control laws and regulations of the USA and other countries. The End User agrees that it will not export or re-export the Licensed Product, any part thereof, or any process or service that is the direct product of the Licensed Product (collectively the “Restricted Components”) to any country, person or entity subject to U.S. export restrictions. The End User specifically agrees not to export or re-export any of the Restricted Components: (a) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; or (b) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. The End User warrants and represents that no U.S. federal agency has suspended, revoked or denied the End User’s export privileges.

7.5 Severability.  If any of the provisions of these Terms of Use shall to any extent be invalid or unenforceable, the remainder of these Terms of Use shall not be affected thereby, and each term and provision of these Terms of Use shall be valid and enforceable to the fullest extent permitted by law. 

7.6 Assignment.  End User may not assign, delegate or otherwise transfer these Terms of Use, but FINRA may assign, delegate or otherwise transfer these Terms of Use in its sole discretion and without notice to End User. Any attempted assignment by End User in violation of this section will be null and void. 

7.7 Interpretation.  The descriptive headings in these Terms of Use are for convenience and will not affect its meaning or interpretation. 

7.8 Waiver.  The failure of either End User or FINRA to enforce any provisions of or rights deriving from these Terms of Use does not waive those provisions or rights, or the right to enforce those provisions or rights. 

7.9 Survival.  Sections 2, 3, 4, 5, 6, and 7 shall survive any termination of these Terms of Use. 

By using the Licensed Product, the End User certifies that the End User has read and understands all of the terms, rights, and obligations set forth herein and intends to form a binding agreement with FINRA. If the End User is accepting these Terms of Use on behalf of an organization, the End User certifies that the End User has the authority of that organization to enter into these Terms of Use.


 

 

1 Notwithstanding the foregoing, End User shall have no right to defend the SEC.