Legal - Steele Capital Management

Website Terms of Use

The effective date of these Terms of Use is May 8, 2018. These Terms of Use (“Terms”) describe the terms and conditions for using the website with a home-page at https://www.steelecapital.com (“Website”) including all related and subsidiary webpages and access to any optimized version of this Website via a wireless device.

If you are a Steele Capital client or prospective client (or a respective duly authorized representative), you may have been granted access by Steele Capital to certain non-public portions of the Website or service offerings otherwise made accessible to you (for example, by an electronic invitation providing a link to a log-in page) through a uniquely assigned log-in from Steele Capital (“Client Logins”). These terms do not amend or supersede any existing client agreements or other agreements that you may have with Steele Capital, but are in addition to such agreements and govern your use of our Website including Client Logins.

Unless otherwise specified in these Terms, on the Website or on a specific Client Login, these Terms apply to all materials, tools and services provided through our Website including use of Client Logins. These Terms constitute a legally binding agreement between you and Steele Capital (“Steele Capital”).

By using our Website including the Client Logins or any other services or tools available to you through them, you agree to be bound by these Terms. We may update these Terms at any time, and such updated versions will be posted on the Website. It is your responsibility to review these Terms from time to time. By continuing to use the Website or Client Logins or any services available to you through our Website, you consent to any updated version of these Terms posted on the Website.

Content

One purpose of this Website is to provide general information about Steele Capital and our services. From time to time, Steele Capital may also grant you access to additional content such as online presentations on educational investment topics provided by Steele Capital and as made available on this Website or through a Client Login. Such information and content (“Content”) provided by Steele Capital is for general information only and does not constitute ﬁnancial or investment advice. Use of this Website does not create any client relationship between you and Steele Capital or make you eligible for any services from Steele Capital.

Although our goal is to provide accurate information, certain information made available on this Website may not be accurate or up-to-date. We may change, add or remove some or all of the Content on this Website at any time and reserve the right to discontinue or suspend any portion of this Website including, without limitation, any Client Logins, at any time for any reason. This Website is intended for a United States audience. If you live outside the U.S., you may see information on this Website about opportunities or services that are not available or authorized in your country.

Subject to these Terms, Steele Capital grants you a personal, nontransferable, non-exclusive, revocable, limited license to view the Content on the Website for the sole purpose of learning information. You may also print a reasonable number of copies of the Content for your personal use, but in such case you must reproduce all proprietary copyright and trademark notices. All rights, title and interest in and to the Website and all portions thereof, and including the Content, and all intellectual property rights, including all copyright, trademark, patent, and trade secret rights therein shall remain with Steele Capital and our respective licensors as may be the case, and no ownership interest is transferred to you or any other entity by virtue of making the Content available on this Website or granting you these licenses. This Website may include trademarks or logos belonging to other third-party licensors and are used pursuant to agreements with such third parties.

The Website may include links to third party websites that may contain information that may be useful or interesting to you. We do not endorse and are not responsible for the content and accuracy of linked websites operated by third parties or for any of your dealings with such third parties. You are solely responsible for your dealings with such third parties, and we encourage you to read the terms of use and privacy policies on such third-party websites.

Client Logins

If you are a Steele Capital client or prospective client, you may have been granted access by Steele Capital or its vendors to one or more Client Logins.

Our Client Logins are typically subscription-based services that we procure from third party providers for use by our clients. While we work with our third party providers in order to provide these services to you, except as may be expressly provided in these Terms or in our Privacy Policy, Steele Capital does not control and is not responsible for the account access, record retention, and security and privacy of the Client Logins.

Note that if you have been granted access to an eMoney account for online wealth management planning, such service is provided by eMoney Advisor, LLC (“eMoney”) and your use of the eMoney Login shall be subject to the eMoney Terms of Service Agreement as made available to you on such Login and eMoney’s privacy policy currently available at https://wealth.emaplan.com/ema/Legal.aspx?Privacy.

We may furnish to you on the Client Logins, access to Reporting Materials and Financial Tools. “Reporting Materials” as used in these Terms means any information furnished by Steele Capital or its related parties, which include, without limitation, various papers, documents, financial statements, projections of income and cash flow, information about future or potential transactions, and other materials, regarding, among other things, your investments, strategies, performance reports, tax reporting or otherwise (collectively “Reporting Materials”). “Financial Tools” as used in these terms means any financial calculators, investment tools, account aggregators or similar tools (collectively “Financial Tools”).

We make the Client Logins and any Reporting Materials and Financial Tools available to you only on the conditions that you agree to treat the Reporting Material and Financial Tools confidentially and that you agree to use the Client Logins and all Reporting Material and Financial Tools only in connection with the intended purpose for your own personal use (or if applicable, for the use of a Steele Capital client you are representing) and involvement with Steele Capital. You agree not to use the Client Logins to communicate transactions such as trades, to store attorney-client privileged documents, to send unsolicited e-mails, harvest information, attempt to gain unauthorized access to the Client Logins or otherwise interfere with another user’s use of the Client Logins or transmit any of the following: unlawful, fraudulent or otherwise objectionable materials, materials that infringe the intellectual property rights of others, materials that contain software viruses or other harmful computer code or programs, or materials that interfere with disrupt use of the Client Logins. Judgment concerning the applicability of these restrictions shall be at the sole discretion of Steele Capital or its applicable third party providers.

Steele Capital reserves the right, in its sole discretion and at any time, to set limits on the number and size of any transmissions sent by or received through the Login and/or the amount of storage space available for transmissions or for any feature made available through this Login.

You understand that Reporting Materials are not a replacement for account statements provided directly by custodians of your financial accounts and that it is important to compare Reporting Materials with the statements received from a custodian.

Except for limited rights granted in these Terms or applicable terms of use, you do not have any right, title or interest in the Client Logins and any intellectual property contained therein. You agree that Steele Capital, and its third party providers as applicable, retain all proprietary right, title and interest in all portions of the Client Logins. You shall not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in connection with the Client Logins or otherwise exploit the Reporting Materials and Financial Tools contained on this Login without the explicit written permission of Steele Capital. And upon the request of Steele Capital, you will promptly return to Steele Capital all Reporting Materials furnished to you.

You understand that your use of the Client Logins may be electronically tracked and monitored, to the extent permitted under applicable law. You also understand that your use of the Financial Tools may use session cookies which contain encrypted or encoded information that exists during an online session to process requests and validate a user. Session cookies become invalid when browser software is completely closed after a session using the Financial Tools.

Client Login Account Management

You are responsible for maintaining your user accounts with current, complete and accurate contact information (including e-mail) and for safeguarding the confidentiality of your usernames and passwords for accessing the Client Logins or any Reporting Materials and Financial Tools. You agree not to disclose your username and password to any third party and to change your password immediately if confidentiality may have been compromised. You further agree to immediately notify Steele Capital of any unauthorized use of a Client Login through your accounts.

You are responsible for employing appropriate precautions by accessing the Login through a secure and trusted connection and will ensure that you exit or log-off from the Login at the end of each session. You acknowledge that Steele Capital is not responsible for the safety and confidentiality of Reporting Materials and Financial Tools outside of the Login.

Either you or Steele Capital may terminate your access to the Login at any time, with or without cause, and with or without prior notice. Upon termination for any reason, your right to access and/or use the Login will immediately cease. Upon termination, you will have no further access to any information, files or materials related to your access, including, without limitation, any User Submitted Materials (as defined below) through the Client Logins.

Upon termination, Steele Capital may delete all information, files and materials related to your access as provided by Steele Capital’s privacy policy, file retention policy and other industry requirements. You agree that Steele Capital shall have no liability whatsoever to you or any third party as a result of termination of your rights of access to the Login and/or the deletion of any information, files or materials.

Materials Submitted By You

Materials Submitted by You (“User Submitted Materials”) may include documents that you upload to the Client Logins to share with Steele Capital to allow us to provide services to you pursuant to your Client Engagement Agreement with us. You will retain ownership of such User Submitted Materials and you grant Steele Capital and its agents and third party vendors rights to access and use such materials in order to provide services to you pursuant to the intended use as agreed upon in our advisory contract with you and/or as contemplated in these Terms of Use or other applicable terms of use.

Notwithstanding the foregoing, you agree that Steele Capital and its third party providers may (but are not obligated to) monitor, edit, filter, refuse to upload and/or disclose any User Submitted Material and the circumstances surrounding the use thereof, to any third party in order to provide the applicable services, to protect Steele Capital or such third party providers and comply with their respective retention policies, legal obligations or government requests.

Steele Capital takes, and requires its third party vendors to take, reasonable technical, organizational and administrative security measures to protect your User Submitted Materials for example, to maintain confidentiality of your passwords. Notwithstanding the foregoing, neither Steele Capital nor its third party providers shall be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Submitted Materials.

Disclaimers; No Warranties

Any and all Reporting Materials and Financial Tools are for information purposes only and do not constitute an offer to buy or sell or the solicitation of any offer to buy or sell any security or instrument. Such an offering, if made, will only be made pursuant to a deﬁnitive offering memorandum. Investors are urged to request any additional information they may consider necessary or desirable in making an informed investment decision. You agree that Steele Capital will not have any liability to you or any of your representatives or related parties resulting from the use of the Website or any portion thereof, including the Client Logins and any Reporting Materials or Financial Tools accessed or used by you or them. Steele Capital accepts no liability whatsoever for any possible subsequent loss or damage arising from the use of the Reporting Materials or Financial Tools.

THE WEBSITE AND ALL SERVICES PROVIDED THROUGH IT, INCLUDING WITHOUT LIMITATION THE CLIENT LOGGINS AND ANY REPORTING MATERIALS OR FINANCIAL TOOLS MADE AVAILABLE, ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. NEITHER STEELE CAPITAL NOR ITS THIRD PARTY PROVIDERS REPRESENT OR WARRANT THAT THE WEBSITE, CLIENT LOGINS, OR REPORTING MATERIALS OR FINANCIAL TOOLS OR THEIR USE: (i) WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (iii) ANY ERRORS OR DEFECTS IN ANY OF THE FOREGOING WILL BE CORRECTED. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to indemnify and hold Steele Capital and Steele Capital’s directors, officers, shareholders, employees, consultants, agents, representatives, partners and third party service providers harmless from and against any and all claims, liabilities, causes of action, damages, losses and expense (including without limitation, attorneys’ fees) that arise directly or indirectly out of or from your use or misuse of the Client Login including without limitation: (i) your breach of these Terms, any other agreement or terms of use with Steele Capital or an applicable third party provider and any representation or warranty contained therein; (ii) your User Submitted Materials; and/or (iii) your activities in connection with obtaining any Reporting Materials or Financial Tools from Steele Capital.

Limitation of Liability

YOU AGREE THAT NEITHER STEELE CAPITAL NOR ITS THIRD PARTY PROVIDERS SHALL BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OR INABILITY TO USE THIS WEBSITE, CLIENT LOGINS OR ANY TOOLS OFFERED TO YOU. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS STEELE CAPITAL AND ITS THIRD PARTY PROVIDERS, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS. THIS PROTECTION COVERS ALL LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. THE TOTAL, CUMULATIVE, LIABILITY OF STEELE CAPITAL AND ITS THIRD PARTY PROVIDERS, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, IF ANY, FOR LOSSES OR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED U.S. $1.00. THE LIMIT OF LIABILITY MAY NOT BE EFFECTIVE IN SOME STATES. IN NO EVENT SHALL STEELE CAPITAL OR ITS THIRD PARTY PROVIDER PARTIES, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RESULTING FROM ANY USE OF THE WEBSITE OR CONTENT ARE EXCLUDED EVEN IF STEELE CAPITAL OR ITS THIRD PARTY PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU USE THIS SITE AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THIS WEBSITE, THE CLIENT LOGINS OR ANY TOOLS PROVIDED TO YOU, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF SUCH ITEMS.

Compliance

You agree to comply with all applicable local, state, national and foreign laws, rules and regulations in connection with your access and/or use of the Website and any Client Login or tools made available to you.

Governing Law

The parties agree that these Terms, and any disputes arising out of or related to these Terms, shall be governed by, construed and enforced under the laws of the state of Iowa (without regard to the principles governing conﬂict of laws) and any action or proceeding arising under these Terms or by use of the Website or any Client Logins will only be brought in the courts in the State of Iowa or in a United States District Court sitting in Iowa.

If any provisions of these Terms are determined to be invalid under any applicable statute or rule of law, such provision is to that extent to be deemed omitted, and the balance of Terms shall remain enforceable. A failure to enforce any provision of these terms by Steele Capital shall not be deemed a waiver of any of these Terms unless such provision is expressly waived in writing and signed by Steele Capital.

Disputes

Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of the Login, you agree to inform Steele Capital in writing and to give us 30 days to cure the harm before initiating any action. You agree that you will pursue any claim arising under or related to these terms and the Login only in your or the respective client’s individual capacity, and not as part of any class action or collective action. You agree that you must pursue any claim you may have arising under or relating to the Login and associated content within twelve (12) months of the first discovery of such claim and any claim not brought within such period is waived and forfeited.

Contact Us

To contact us regarding these Terms, the Website or any services offered through our Website, please contact us at 800-397-2097.