TEPI.tech Terms of Service

Date of Last Revision: April 2, 2022

Welcome to TEPI.tech (the “Site”). This Site is owned and operated by Trustee Empowerment & Protection, Inc. (“us,” “we,” or “TEPI”), and we provide our services (described below, the “Service”) to you through the Site.  By visiting, accessing, and using our Site, you (together with all others who visit, access, and use our Site, the “Users”) understand and agree to accept and adhere to the following terms and conditions as stated in this agreement (as amended from time to time, the “Terms of Service”). 

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised.  You understand that it is your responsibility to review these Terms of Service periodically to familiarize yourself with any changes. Your continued use of our Site after we change the Terms of Service will constitute your acknowledgment of and agreement to the new provisions. If at any time you choose not to accept these Terms of Service, including following any changes we make, then you must not use the Site; however, any prior activity by you will remain governed by the provisions of the Terms of Service existing at the time of your activity.

TEPI IS A REGISTERED INVESTMENT ADVISOR WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”).  The Service is designed to help clients identify opportunities TO IMPROVE THE INVESTMENT CHOICES SELECTION AND PERFORMANCE MONITORING PROCESSES WITHIN THEIR PLANS or investment portfolios.  When DESIRED, TEPI connects  CLIENTS, to a TEPI-APPROVED INVESTMENT advisor. TEPI FUNCTIONS AS A THIRD PARTY PAID SOLICITOR AND AN INTERNET MATCHING PLATFORM FOR REGISTERED INVESTMENT ADVISORS, WHERE PLAN SPONSORS AND TRUSTEES OF DEFINED CONTRIBUTION PLANS (e.g., 401(k), 403(b), AND OTHER SUCH PLANS, HEREINAFTER “PLAN”) OR OTHER CLIENTS MAY SEEK TO IDENTIFY AND ENGAGE REGISTERED INVESTMENT ADVISORS THAT ARE LICENSED AND TRAINED TO PERFORM “INVESTMENT CHOICE PROTECTIVE REVIEW^TMs” (“iCPR^TM”) OF THE INVESTMENT CHOICE LINEUPS WITHIN THEIR PLANS / PORTFOLIOS AND OTHER INVESTMENT RETLATED SERVICES (COLLECTIVELY “ADVISORS”).

Please carefully read these terms of service, as they contain important information regarding your legal rights, remedies, and obligations. ThIS agreement requires that you only pursue claims against US on an individual basis and not as a plaintiff or class member in any class or representative action or proceeding. You will only be permitted to seek relief (including monetary, injunctive, and/OR declaratory relief), on an individual basis, and you may not be able to have any claims you have against us resolved by a jury.  Nevertheless, ANY SUCH RESTRICTIONS WILL not negate any client’s Rights granted by various State and/or Federal Regulations.

1. About the Site / Your Registration Obligations and Client Account, Password and Everything we offer on the Site is referred to in these Terms of Service collectively as the “Services.”  Some of what is on the Site is viewable without registering with us, but to be introduced to TEPI-approved Advisors and/or to access and use certain Services and features of the Site, you will be required to register and authorize our use and disclosure of the information you provide or that we may otherwise collect (“User Information”). If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about you and your Plan.  You further authorize us to provide Information about you and your Plan to TEPI-approved Advisors in order to connect you with those Advisors through our Site. TEPI may also use your Information as otherwise disclosed in our Privacy Policy. 

When you register, you will do so by setting up an account with us. As part of the registration process, you will provide an e-mail address and password (your “Credentials”). Your Credentials are used to access the Services that are only available to registered Users. You are responsible for maintaining the confidentiality of your Credentials.  Accessing (or attempting to access) our Site or any Services by any means other than through the means we provide is strictly prohibited., and you specifically agree not to access (or attempt to access) our Site or any of our Services through any other means.

You are also fully responsible for any and all activities that occur under your Credentials and you agree to (a) immediately notify TEPI of any unauthorized use of your Credentials or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. You may notify us by sending an email to info@tepi.tech. We will rely on your Credentials to give access on the Site to anyone using your Credentials.  We will not independently authenticate the identity of anyone using your Credentials.  We are not responsible for any theft of your identity caused by the use of your Credentials, and TEPI will not be liable for any loss or damage arising from your failure to comply with this Section.

Your use of this Site or registering for the Site or the Services constitutes your agreement to these Terms of Service, including our Privacy Policy, and your consent to enter into agreements with us electronically.  

2. Changes To, Interruption Of, and/or Discontinuation of Our Services. We may from time to time add new offerings to the Services, substitute a new service for one or more of the existing Services, or discontinue or suspend one or more of the existing Services.  Information about new services and offerings will be included on the Site, and the use of any such new services or offerings will be governed by these Terms of Service.  We also reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that neither TEPI, nor any of its officers, directors, or employees will be liable to you, your Plan, or any participants in your Plan or to any third party for any modification, suspension or discontinuance of any of the Services.

Furthermore, we do not and cannot guarantee that the Site and Services will be available to you at all times, such as (for example) those times in which we may need perform maintenance on the Site. Services and the Site may also be interrupted for other reasons beyond our control. TEPI shall not be liable for any such interruptions or termination of Services.

3. Conditions of Use, Restrictions, User Conduct and Consents. As a User of the Site and any Services, you understand, warrant, and agree that:

 No Commercial Use. You may use the Site and the Services for lawful, non-commercial purposes only. Unless otherwise expressly authorized TEPI, in writing, you agree not to display, distribute, license, sublicense, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, your use of the Service, or access to the Service.  You also may not use any metatags, meta elements, hidden text, or other equivalents using the names “Trustee Empowerment & Protection,” “TEPI, “tech,” or any other colorable equivalent without the prior written authorization of TEPI.

• Eligibility / Use Within the United States. You must be 18 years of age or over to register with us or use the Site and the Services.  If you do not meet this age requirement, you may not use this Site.  By using the Site or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service and to abide by the terms and conditions set forth herein.

The Site and Services are designed and intended to be used within the United States, by plan sponsors and trustees of U.S.-domiciled defined contribution retirement plans, registered investment advisors, and/or other approved users.  The technology used in connection with the Service and/or the iCPR^TM may be subject to United States export controls, and may not be downloaded or exported. Recognizing the global nature of the Internet, you agree that any use outside of the U.S. is at the User’s own risk, and Users are responsible for complying with any local laws applicable to their use of the Services or the Site, including without limitation, the European Union’s General Data Protection Regulation (GDPR), and any similar or other foreign laws and regulations.

• User Conduct. You are solely responsible for anything (“content”) that you submit, upload, post, publish, (hereinafter, “submit”) or email or otherwise transmit to us via the Site, any Service, or otherwise. You agree not to email or otherwise submit any content that:
  

• infringes any intellectual property or other proprietary rights of any party, or that you do not have a right to submit under any law or under contractual or fiduciary relationships;
  

• contains viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  

• poses or creates a privacy or security risk to TEPI or any person;

• is unlawful; or

• in the sole judgment of TEPI, is objectionable or restricts or inhibits any other person from using or enjoying the Service, or which may expose TEPI or other users to any harm or liability of any type.

You also agree not to use contact information provided to you about Advisors, or harvest such information for the purpose of sending unsolicited communications or impersonating the identity of any User to an Advisor or any other person. You will not allow others to use your account to violate the terms of this section.

In addition to our other rights, we may take any legal or self-help action and implement any remedies, technological or otherwise, to prevent and/or remedy any violation of the above provisions and to enforce these Terms of Service.

• Content You Submit. We may provide various open communication tools on our Site, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, etc.  If we do, we may not pre-screen or monitor the content submitted posted by Users. If you choose to use these tools to submit any type of content to our Site (collectively “Posted Information”), then it is your personal responsibility to use these tools in a responsible and ethical manner. If you provide feedback about an Advisor, please give clear, honest information about the Advisor and your experiences, but do not use inappropriate language or make gratuitous personal criticisms or comments. When participating in other interactive or community aspects of the Service, please include all relevant information in a concise manner. We reserve the right to remove your Posted Information for any or no reason, but we are not obligated to do so. Nor shall we be responsible for any failure or delay in removing Posted Information. Please keep in mind that the Posted Information of others is simply opinion and should not be relied on. We don’t verify or authenticate the truth, accuracy or completeness of Posted Information.  Posted Information should not be viewed as a testimonial or endorsement of any kind by its author. You are solely responsible for any Posted Information that you submit to the Site or transmit to other members or other Users of the Site or that is otherwise submitted under your Credentials. TEPI SHALL NOT BE RESPONSIBLE FOR NOR LIABLE AS A RESULT OF ANY POSTED INFORMATION ON THE SITE.

You agree that you will not upload, post, share, or otherwise distribute any content that is illegal, threatening, defamatory, abusive, harassing, intimidating, fraudulent, deceptive, materially inaccurate, omits material information or is untrue or misleading, infringes on the copyright or other intellectual property rights of any person or entity, or falsely expresses or implies that such Information is sponsored or endorsed by TEPI.

TEPI reserves the right to investigate and take appropriate legal or self-help action in its sole discretion against anyone who, in TEPI’s sole determination, violates any of the above provisions, including without limitation, removing the offending communication from the Services and your terminating access to and blocking your use of the Site and Services.

• User Communications With Us via the Site or Otherwise / Authorization to Record Communications With You. You consent to TEPI effecting delivery of required regulatory disclosures by means of email or posting clearly on the TEPI website. Also agree that TEPI may communicate and/or meet with you via telephone, online video conference, and/or email, and that any such communication and/or meeting may be recorded by TEPI.  You may revoke this consent at any time by so notifying TEPI in writing.
  

4. TEPI’s Advisory Agreement for TEPI’s Referral Services. This Advisory Agreement for TEPI’s Referral Services, is here referred to in this Terms of Service as the “Advisory Agreement,” and is hereby entered into between you, individually, as a retirement plan trustee and/or as an executive officer of the sponsor of a defined contribution retirement plan with authority to enter into this Advisory Agreement on behalf of the plan sponsor, or other applicable individual (collectively “Client” and/or “you”) and TEPI. Your singular and/or dual capacity, in your entry into this Advisory Agreement shall be disclosed and warranted in your application for registration to utilize the Site and Services. This Advisory Agreement is effective upon your registration for and TEPI’s acceptance of your registration and agreement to provide the services described in this Agreement.
   

• TEPI provides its advisory services (“Services”) via a web-based platform (“Platform”) which provides defined contribution retirement plan sponsors and trustees and/or other applicable individuals with recommendations of one or more third-party professional investment advisors (“Advisors”) to, if retained by you, provide an “Investment Choice Protective Review^TM” (a “iCPR^TM”) and potentially other investment advisory services needed and desired. In very limited circumstances TEPI may agree to provide an “Investment Choice Protective Review^TM” (an “iCPR^TM”) and potentially other investment advisory services directly for a Client, and only then by a separate written engagement agreement and not through the Site.
  

• Client’s Responsibility for Choosing an Advisor and Other Responsibilities. You are solely responsible for choosing to retain the Advisor and for the execution of any agreements and documents required by the Advisor to provide the agreed upon advisory services to you. The referral Services provided by TEPI are non-discretionary and once TEPI provides a recommendation of Advisors to Client, no further advisory services or monitoring of Advisors are performed by TEPI, although TEPI may notify Clients if an Advisor is no longer among those being introduced by TEPI for possible engagement by its Clients. Neither the Site nor TEPI provides any advice or qualification certification about any particular Advisor other than the Advisor’s written representation to TEPI, and TEPI’s belief to its actual knowledge, that the Advisor is registered with the SEC or a state regulatory authority at the time that the Advisor was added to the Site and verifying with DTC that the Advisor has licensed DTC’s ProRRT technology tool with which to perform the iCPR^TM service for the Client. This certification only includes the Advisor’s home state regulatory authority and does not certify that any particular Advisor is licensed to offer investment advice in the state in which the Client is domiciled. You are advised and encouraged to independently verify all Information.

Client understands and agrees that all Information provided by Client to, or otherwise obtained by, TEPI may and likely will be shared between TEPI and Advisors (“Shared Information”) and Client authorizes such sharing. Client agrees that submissions of Shared Information to TEPI shall not constitute an obligation of TEPI to monitor the Advisor, nor an obligation to provide updated recommendations of Advisors to Client. Client acknowledges that Advisors referred by TEPI are limited to those third-party, registered investment advisers (“RIA”s) and their investment advisor representatives (“IAR”s) that agree to pay a portion of their compensation to TEPI.

• Fees and Expenses. Even though the Services are provided to you free of charge, the charges for any services rendered by Advisors to you will apply and will be entirely your responsibility. Client agrees that any brokerage, custodial or other fees, expenses, taxes or other costs or liabilities incurred in connection with services provided by the Advisor you select are solely your responsibility and that TEPI will not be responsible for the payment of any such amounts.  It is your responsibility to determine, understand, and agree to the fees and other charges for which you will be responsible when and if you engage an Advisor.
  

TEPI is compensated directly by TEPI-approved Advisors and IARs and does not charge a separate advisory fee to Clients. Advisors will pay a Solicitor’s Fee to TEPI for investment and other advisory engagements resulting from referrals obtained through Users’ use of the Site.  Generally, TEPI will be entitled to receive a 25% share of fees paid by Users to such Advisors. Upon entering into a contractual relationship with an Advisor you will be informed of any such Solicitor’s Fee to be paid by an Advisor to TEPI. This solicitor’s compensation creates a potential conflict of interest with respect to our identifying any Advisor as a potential “match” to the circumstances you have described in responses to our intake questionnaire.  Client acknowledges receipt of a disclosure document outlining TEPI’s form of compensation and receipt of TEPI’s Form ADV Part 2A Brochure, which can be found at https://tepi.tech/wp-content/uploads/2022/03/TPEI-ADV-Part-2A-3-29-2022-FINAL.pdf?v=7516fd43adaa, which also includes a description of the potential conflicts related to such fees sharing arrangements. You can also find a copy of TEPI’s Form CRS here: https://tepi.tech/wp-content/uploads/2022/03/TPEI-CRS-3-29-2022-FINAL.pdf?v=7516fd43adaa

• Authorization and Acknowledgement; Important Information About Advisor Relationships and Lists. In connection with using the Site and the Services to identify and engage Advisors, you understand that:
  

• YOU ARE ULTIMATELY RESPONSIBLE FOR CHOOSING YOUR OWN ADVISOR.

• The Site is designed to help you identify and engage Advisors able to perform the iCPR^TM and/or other advisory services based on criteria ultimately determined by you. It is not a vehicle for soliciting prospective clients for specific investment advisors.

• TEPI includes Advisors in its referral program pursuant to a contractual agreement with the Advisors. In return, Advisors will pay a Solicitor’s Fee to TEPI described and discussed in Section 4.3, above.

• TEPI will provide you with information about Advisors, WITHOUT RESPECT TO ANY DETERMINATION OF SUITABILITY OF SUCH ADVISOR TO YOUR PARTICULAR NEEDS BEYOND THE LICENSING OF DTC’S ProRRT TECHNOLOGY AND THEIR STATED COMMITMENT TO USE IT TO OFFER AND PERFORM icpr^tm FOR TEPI.TECH USERS. TEPI does not recommend or endorse any Advisor and does not make any representations or warranties with respect to the Advisors or the quality of the services they may provide.

• TEPI uses reasonable efforts to ensure that Advisors only participate in the Services if they hold an active license with their applicable Regulator (SEC or home state regulatory authority) and other criteria established by TEPI, such as is described in subsection 4.4.4., above. At any time, TEPI may, in its sole and absolute discretion exclude any Advisor.

• While some Advisors may also be registered broker-dealers, or registered representatives of broker-dealers and/or insurance agents, who may offer or provide other products or services, TEPI’s focus relates solely to registered investment advisors and the investment advisory services they provide.
  

• Both you and/or TEPI may terminate this Advisory Agreement at any time by notice to the other through the Site. You acknowledge and understand that TEPI will generally continue to be paid fees from the Advisor(s) so long as Client or Client’s affiliates use the selected Advisors’ services, regardless of whether this Advisory Agreement is terminated by either you or TEPI.
  

• Amendment / Waiver. Anything in this Terms of Service to the contrary notwithstanding, this Advisory Agreement may be amended by TEPI, in its sole and absolute discretion, at any time. If TEPI does so, TEPI will post any such changes on this page and will indicate at the top of this page the date these terms were last revised. TEPI may also attempt to notify Client, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than ten (10) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Client’s continued use of the Services after the date any such changes become effective constitutes acceptance of the new Advisory Agreement and new Terms of Service. Failure of TEPI to enforce any term, condition or remedy in this Advisory Agreement and/or Terms of Service shall not constitute a waiver of its rights to do so at any future.
  

• Client Warranties and Representations. Client represents and warrants to TEPI that all information provided to TEPI, including Financial Information, is true and correct and that Client has full capacity and authority to enter into and perform this Advisory Agreement and any agreements entered into with Advisors to which Client may be referred.

All notices specifically to Client shall be in writing and sent either by (i) email, (ii) through a communication portal we provide on our Site, (iii) facsimile, or (iv) certified mail, return receipt requested.  If sent by the methods in clauses (i), (ii), or (iii), notice shall be deemed given when receipt is electronically confirmed, whether by the recipient’s e-mail system, our messaging system and/or other software, the recipient’s fax machine, or otherwise regardless of whether such electronic confirmation is transmitted to the party who sent the notice. If sent by the method in clause (iv), notice shall be deemed given upon receipt.

• Dispute Resolution. Any controversy, dispute or claim arising out of or related to these Terms of Service and this Advisory Agreement, or your use of the Services shall be settled as hereinafter set forth in Section 9.
  

• If any provision of this Advisory Agreement is deemed invalid or illegal by an appropriate authority or body, the existing provisions shall continue to apply.
  

5. Cautions / User Responsibilities / Disclaimers. Our Site is only a conduit or intermediary that provides Information regarding Advisors, as provided to us by Advisors and from other independent sources. Although we have a review process for qualifying Advisors before they can provide information to Users of our Site and/or any referral of our Clients / Users (of our Site) to them, your reliance on any of the Information provided on our Site is solely at your own risk. You are therefore strongly advised to perform your own due diligence on any Advisor you consider engaging. In that regard, you may wish to review prospective Advisors at the U.S. Securities and Exchange Commission’s (“SEC’s”) Public Disclosure Website location http://www.adviserinfo.sec.gov/IAPD/Content/Search/iapd_Search.aspx in addition to other due diligence that you may find appropriate or desirable.  Additionally important to consider, is the following information which you acknowledge and the responsibility for which, in your process of Advisor selection, you accept:
   

• Information On Our Site. We provide the Site as a technology-enabled matching platform.  Information found on our Site is intended for general reference purposes only. Information on our Site or otherwise provided to you regarding Advisors is largely self-reported by such Advisors.  You are encouraged to independently confirm the Information contained on our Site with and through other sources and to seek the advice of qualified professionals.  Any Information on the Site may become out of date or be inaccurate. TEPI does not provide any advice or representations regarding the qualifications about any particular Advisor You are encouraged to independently verify all Information.
  

The products and services described, discussed, and/or advertised on our Site are not applicable to all Users or situations. We make no claim about the effectiveness of any product or service. Any product or service described, discussed, and/or advertised on our Site are presented solely for your awareness and do not necessarily imply appropriateness for any particular User or prediction of effectiveness, outcome, or success.

Any Information from third parties placed on the Site, including advice and opinions, are solely the views and responsibility of those third parties posting or supplying such information or material, and do not necessarily represent the views of TEPI.  Any Users’ comments may not be representative of the experiences of other Users and should not be considered a guarantee of any Advisor’s future performance or the future experience of any User.

• Links to and from Other Sites. The Site may include links to other websites. TEPI does not control, and is not responsible for, the accuracy, timeliness, or the continued availability or existence of such websites or the information contained within them. TEPI is not responsible or liable for the content of any linked website on our Site.  Links to our Site may be provided on third-party websites.  We may pay sponsorship and promotional considerations to some third-party websites to advertise and host content and links to our Site.  Such sponsored advertising should not be viewed as a testimonial or endorsement of our Services.
  

• Statements of Opinion. The Information on the Site may include statements of opinion, which are not statements of fact, including TEPI’s descriptions and assessments (if any), and referrals to, any specific Advisor. You understand that the views expressed on an Advisor’s web page are the Advisor’s own opinions. Advisors profile, content and web pages may contain opinions from time to time with regard to investment strategies, forecasts, past performance, and various securities and types of investments. Those opinions may differ from those of other Advisors. You should obtain any additional information you feel may be necessary to make an informed decision before selecting and using any specific Advisor. You agree to assume all responsibility in connection with choosing an Advisor, whether or not you obtained information about such Advisor on or through the Site.
  

• TEPI Is Not Providing Investment Advice. Investment advice is provided to you only by the Advisor which you select and engage. TEPI is not responsible or liable for any advice or other services rendered by any Advisor you engage, or for any claims that may arise directly or indirectly from any such advice or services. Investment choice selection involves risks, and past performance is no guarantee of future performance. Your experience and Plan’s performance will be affected by many variables and will be different than those of other Plans.
  

• Site Content Is Impersonal and Not Investment Advice to Any Specific User. Any and all Information that you obtain on our through the Site, or otherwise receive from TEPI and its employees, contractors, partners, sponsors, advertisers, or licensors is provided to you for the purpose of matching users of our Site (“Users”) with other registered investment Advisers that will act in a fiduciary capacity to assist our Users with their investment advisory services needs. All information relating to TEPI-approved Advisors is for informational purposes only and does not establish any professional/client relationship, is impersonal, and is not tailored to the investment needs of any specific User.  Such content and/or Information and does not constitute investment advice.
  

The products and services discussed or advertised within the Site are not applicable to all plans or situations. We make no claim about the effectiveness of any product or service. Any product or service represented and/or discussed on the Site by us or others, either paid or unpaid, are presented for your awareness and do not necessarily imply appropriateness for any particular Client or prediction of effectiveness, outcome, or success.  Any third -party Information on the Site, including advice and opinions, are solely the views and responsibility of the authors / creators of such information or material, and do not necessarily represent the views of TEPI.

THE INFORMATION PROVIDED ON AND/OR THROUGH THE SITE AND IN ANY OTHER COMMUNICATIONS FROM TEPI IS NOT INTENDED AS A SUBSTITUTE OR REPLACEMENT PROFESSIONAL INVESTMENT ADVICE. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING INVESTMENT ADVICE FROM A QUALIFIED PROFESSIONAL BECAUSE OF SOMETHING YOU READ ON THE SITE OR YOUR USE OF THE “CHECKUP TOOL” PROVIDED FOR YOUR USE.

• Disclaimer of Warranties. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. OUR SITE AND SERVICES ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS.  TEPI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WITH RESPECT TO THE SERVICES AND THE SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  

WE DO NOT GUARANTEE AND MAKE NO WARRANTY THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE, OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT ANY OF THE CONTENT WILL ASSIST YOU IN IDENTIFYING A SUITABLE ADVISOR OR FOR ANY OTHER PURPOSE. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF INFORMATION PROVIDED TO YOU OR RECEIVED BY YOU THROUGH THE SITE.

THERE ARE RISKS THAT YOU ASSUME WHEN DEALING WITH ADVISERS.  YOU UNDERSTAND THAT TEPI DOES NOT CONTROL THE ADVISERS AND IS NOT RESPONSIBLE FOR THEIR INTERACTIONS WITH YOU AND/OR EFFECTIVENESS OF THEIR SERVICES.  TEPI DOES NOT REVIEW OR VET THE SPECIFIC ADVICE PROVIDED BY ADVISERS TO THEIR CLIENTS. AS A RESULT, TEPI CANNOT AND DOES NOT GUARANTEE THE QUALITY, EFFICACY, AND INTEGRITY OF THEIR SERVICES OR ADVICE.  YOU MUST MAKE YOUR OWN INDEPENDENT DETERMINATION REGARDING THE STATEMENTS OR THE REPRESENTATIONS OF THE ADVISER AND THE ADVISER’S ABILITY TO DELIVER THE SERVICES ADVISER PURPORTS TO OFFER.

TEPI DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY REGARDING ANY AGREEMENT YOU MAY MAKE WITH, OR REGARDING THE PRODUCTS OR SERVICES YOU MAY OBTAIN FROM, ADVISORS OR OTHER THIRD PARTIES, AND YOU AGREE TO LOOK SOLELY TO SUCH PERSONS AND/OR ENTITIES REGARDING ANY CLAIMS ARISING OUT OF SUCH AGREEMENTS, PRODUCTS, OR SERVICES.

EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, TEPI DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, TECHNOLOGY TOOLS, INFORMATION OFFERED ON THE SITE, OR THE SITE ITSELF, ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS, OR OTHER HARMFUL ITEMS.

You acknowledge that we have no control over, and no duty to take any action regarding: what content you access via the Site or the Services; what effects the content on the Site or the Services may have on you; how you may interpret or use the content on the Site or the Services; or what actions you may take as a result of having been exposed to the content on the Site or the Services. You release us, AND ALL PERSONS EMPLOYED BY US AND ASSISTING US AS ADVISORS AND INDEPENDENT CONTRACTORS, from all liability for ANY CONTENT YOU MAY havE acquired or not acquired through the Site or the Services, AND YOUR USE OR FAILURE TO USE THE SAME. 

• General Limitation of Liability. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION. IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER DAMAGES OR LOSSES, OF ANY TYPE OR NATURE WHATSOEVER, OR THE MALPRACTICE, NEGLIGENCE, OR DISHONESTY OF ADVISORS UTILIZED THROUGH OR DUE TO YOUR USE OF THE SERVICE, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH OR ELSEWHERE IN THIS AGREEMENT SHALL CONSTITUTE A WAIVER BY USER OF ANY OF USERS’ LEGAL RIGHTS UNDER APPLICABLE U.S. FEDERAL SECURITIES LAWS OR ANY OTHER LAWS IT APPLICABILITY OF WHICH IS NOT PERMITTED TO BE CONTRACTUALLY WAIVED.
  

ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER DOMICILED IN NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “GENERAL LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

• Indemnification and Release. You agree to release, defend, indemnify, and hold TEPI, our employees, officers, directors, advisors, agents, contractors, parent, other affiliated companies, suppliers, successors, and assigns (“Indemnitees”), harmless from any and all liabilities, claims, demands, losses, damages, and expenses (including attorney’s fees), rights, claims, and actions of any kind or damages of any kind (“Losses”) made by any person and/or entity that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of these Terms of Service or of any intellectual property or other right of any person or entity, by you or any third party using your Credentials. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any Losses incurred as a result the actions of such Indemnitee.

6. Additional Terms of Service. Certain of the Services on the Site, such as the “Checkup Tool,” may be subject to additional terms (such as policies, guidelines, and rules) that will further govern your use of that particular Service and supplement these Terms of Service. If you choose to register for, access, or use any such Services, you will be presented with any relevant additional terms and conditions at that time. By using those Services, you agree to comply with such additional guidelines and rules.
   

7. Intellectual Property. All of the Information available on or through the Services and the Site, including without limitation, text, photographs, graphics, and video and audio content, is owned by us, our licensors, or the Advisors and/or their affiliates.  All such Information is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. Except as may be expressly and unambiguously authorized by TEPI, TEPI you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part (except that the foregoing does not apply to your own User Content that you legally upload to the Service), and TEPI does not grant you any express or implied rights in the Information.  All rights in the Site and the Services not expressly granted by TEPI to you are retained by TEPI or by the respective owners of the Information. Any content, image, trademark, or copyright appearing on the Site and attributed to a third party indicates that it may be owned or licensed by that third party, and we disclaim having any proprietary interest or responsibility for verifying or authenticating its accuracy, source, content, or any such proprietary interests or rights.
   

The technology and software underlying and accessible through the Service or distributed in connection therewith are the property of TEPI, our affiliates and our partners (the “Technology”), including Decision Technologies Corporation (DTC).  You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Technology.  Any rights not expressly granted herein are reserved by TEPI.  Moreover, the TEPI name and logos are trademarks and service marks of TEPI (collectively the “TEPI Trademarks”). Other TEPI, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners, such as DTC, that have given TEPI permission to use them.  Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license, sublicense, or any other right or permission to use any TEPI Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of TEPI Trademarks will inure to our exclusive benefit.

8. Feedback / Suggestions / Submissions / Posted Information. TEPI welcomes your feedback and suggestions about how to improve this Site and the Services.  We also welcome any Posted Information you may provide.  Except as described in TEPI’s Privacy Policy, TEPI will not be required to treat any such information posted with or submitted to us as confidential.
   

By submitting any suggestions, ideas, information, or other content (collectively, “feedback,” “submissions, and/or “Posted Information”), you represent and warrant to TEPI that such information does not infringe upon any patents, copyrights, trademark rights, or any other intellectual property or proprietary rights of any third party, and that you have all unrestricted rights necessary to submit such information to TEPI.

Additionally, you agree that your submissions of information (of any kind) to TEPI, whether received through this Site or otherwise submitted, will be deemed to be subject to a an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, transferable, non-exclusive right and worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such information and to adapt, edit, translate, prepare derivative works of, or incorporate into other works for TEPI to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, and display (in whole or in part) worldwide, or act on such submissions, without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby expressly waive any claim to the contrary. You also authorize TEPI to use any of the concepts and ideas contained in any submitted information in connection with its business without compensation to you, and TEPI will not incur any liability to you as a result of any similarities between concepts and ideas contained in your submitted information and future TEPI services, operations, and business. Except as may otherwise be set forth in the Terms of Service, TEPI will be entitled to use any submitted information for any commercial or other purpose whatsoever without compensation to you or any other person.

9. Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. By entering into this Terms of Service, you and TEPI are each agree to waive the right to a trial by jury, in any legal action between us.  FURTHERMORE, You and TEPI agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and TEPI otherwise agree, NEITHER IS AUTHORIZED TO consolidate or join more than one person or parties claim and YOU may not otherwise PARTICIPATE IN any form of consolidated representative or class proceeding. Also, ANY awardED relief (including monetary, injunctive, and declaratory relief) SHALL only BE RENDERED in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that parties individual claims. 
   

TEPI is interested in resolving disputes amicably and efficiently, and most User concerns can be resolved quickly and to the User’s satisfaction by contacting us at  info@tepi.tech.  If such efforts prove unsuccessful, any party who intends to take legal action against the other, must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to TEPI should be sent to TEPI at 755 West Big Beaver Road, Suite 101, Troy, MI 48084, (“Notice Address”).  The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought.  If TEPI and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or TEPI may commence a legal action or, if mutually agreed, a final and binding arbitration. 

• Arbitration Procedures. Any Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.  For information on the AAA, please visit its website, http://www.adr.org.  Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration.  If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of these Terms of Service as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless TEPI and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to agree on a location, the determination shall be made by AAA

• Costs of Arbitration. Payment of all filing, administration, attorneys’ fees, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules. 
  

•   All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
  

• If a court or the arbitrator decides that any term or provision of this Agreement (other than the provisions dealing with the prohibition of class and representative actions and non-Individualized relief, set forth above) is invalid or unenforceable, the parties agree to replace such term or provision with a term of as close to the original intention of the invalid or unenforceable term or provision as possible, and this entire Terms of Services Agreement shall be enforceable as so modified. 
  

10. We may, in our sole and absolute discretion terminate or suspend the registration of, access to, and use of the Site and Services by any User, immediately, without prior notice, and with or without cause. TEPI shall not be liable to you or any third party for any termination of your access to the Site or the Services. Further, you agree not to attempt to use the Site or the Services after any such termination (provided, in the case of termination due exclusively to your inactivity, you may re-register). Sections 3, 4, 5, 7, 8, 9, 10, and 11 shall survive any termination or expiration of these Terms of Service and shall remain binding up you.
    

11. These Terms of Service constitute the entire agreement between you and TEPI and govern your use of the Site and Service, superseding any prior agreements between you and TEPI with respect to the Site and Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party content and/or services. These Terms of Service will be governed by the laws of the State of Michigan without regard to its conflict of law provisions. With respect to any disputes or claims not subject to agreed upon arbitration, as set forth in Section 9, above, you and TEPI agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Oakland and/or Wayne Counties, in Michigan. The failure of TEPI to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision in the future. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should, to the fullest possible extent, endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of TEPI, but TEPI may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the TEPI.tech website.
    

12. We respect your privacy. For details, please see our Privacy Policy.  By using the Service, you consent to our collection and use of data as described therein.
    

13. Notice to California Users. Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us Trustee Empowerment & Protection, Inc., 755 West Big Beaver Road, Suite 101, Troy, MI 48084, or by telephone at (947) 282-2901.