PLEASE READ THIS TRUNORTH CAPITAL MANAGEMENT, LLC (“TruNorth”) TERMS OF USE CAREFULLY.  BY ACCESSING OR USING ANY PART OF THE HTTP://WWW.TRUNORTHCAPITAL.COM WEBSITE (individually and collectively the “Websites”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS TERMS OF USE AGREEMENT (the “Agreement”).  IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT ACCESS OR USE THE WEBSITES.  TRUNORTH IS A REGISTERED INVESTMENT ADVISOR LICENSED IN THE STATE OF MICHIGAN. WHEN USING THE WEBSITE OR ITS FEATURES, YOU SHALL BE SUBJECT TO ANY POSTED TERMS OR RULES APPLICABLE TO THE WEBSITE, WHICH ARE IN ADDITION TO THIS AGREEMENT.  ALL SUCH TERMS ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT, AND IF YOU DO NOT AGREE WITH THEM YOU SHOULD NOT USE THE WEBSITE, ITS FEATURES AND/OR MATERIALS.  THESE TERMS AND CONDITIONS MAY CHANGE FROM TIME TO TIME IN TRUNORTH’S.

 

This Agreement includes terms applicable to:  (1) actual and prospective clients; and (2) other casual browsers of website; and is a legally binding agreement between you personally and, if applicable, on behalf of a person or persons for whom you are using the Website (collectively, “you”), and the Website’s owner and operator, TruNorth, (“we”, or “us”) that sets forth the terms and conditions for your use of the Website.  This Website is provided to you expressly subject to the terms and conditions of this Agreement.  

 

REGISTRATION.  At all times, you must provide us with current, accurate and complete information.  Should TruNorth suspect that such information is untrue, inaccurate, not current or incomplete; we have the right to suspend or terminate your usage of the Website.   

 

TruNorth does not own any personal data or information that you submit to be used by us (“Data”), unless we specifically tell you otherwise before you submit it.  However, you acknowledge and agree that various individuals and entities may have overlapping rights in and to your Data.  As such, TruNorth has and shall retain all rights, title and interests, including all intellectual property rights, in and to all Data and related databases residing on our servers, including all of your Data which is stored in a form that is not identifiable as yours.  TruNorth may use and disclose your Data in accordance with its Privacy Policy.

 

ACCOUNTS AND PASSWORDS.  If credentials are so provided, you must keep any login and/or password or PIN confidential.  You will be responsible for use of your password or PIN, including, without limitation, any use by an unauthorized third party.  You must notify us immediately if you believe your password or PIN may be used by an unauthorized person.  For security purposes, we recommend you change your password and PIN often.  Under no circumstance should you respond to a request for your password or PIN.  Our employees will never ask for your password or PIN.  You must notify us immediately if you receive such a request.  We reserve the right to suspend or terminate your use of the Website if we believe that your password or PIN is being used without permission or in a manner that may disrupt the Website.  Applications are non-transferable and cannot be shared or used by more than one individual or entity.

 

TERMS AND PRIVACY POLICY.  You agree to the terms of our Privacy Policy, which is incorporated by reference into this Agreement.   The TruNorth Privacy Policy governs practices and policies for the collection and use of personal data and information.  In the event there is any inconsistency between the Privacy Policy and this Agreement, this Agreement shall govern. 

 

FEES AND SERVICES.  All clients and potential clients have access to important information about our business methods, fees, professional qualifications and all other pertinent business information. Form ADV Part 1 is a U.S. Securities and Exchange Commission (SEC) filing that provides the basic business structure of TruNorth and explains how we are legally registered. Form ADV Parts 2A & 2B provides details of the services we offer as well as the backgrounds of TruNorth's principals. It also includes information about our fees, investment strategies and how we conduct our business. See below to download Form ADV Parts 2A & 2B. Click here to access Form ADV Parts 1, 2A and 2B from the SEC website.

 

MODIFICATIONS.  Internet technology, the applicable laws, rules, and regulations change frequently.  Accordingly, this Agreement may be modified by TruNorth from time to time and such modifications will become part of this Agreement and will be effective immediately when posted by TruNorth on the Website. From time to time, you should review the Website and this Agreement for any changes or modifications.  We may terminate, suspend, change, or restrict access to all or any part of the Website without notice or liability.  Your continued use of the Website after any change to this Agreement constitutes your assent to any new or modified provisions.

 

COPYRIGHTS.  All materials on the Website, including without limitation, the data, text, design, logos, source code, graphics, software, photos, images, ideas, other information, and the selection and arrangement thereof (collectively the “Content”) are owned by TruNorth and the Content is protected by U.S. and international copyright laws and treaties. Without TruNorth’s express prior written permission, the Content may not be copied, distributed, reproduced, displayed, republished, transmitted or posted in any form or by any means, including, but not limited to, electronic, mechanical, facsimile, photocopying, recording, or otherwise.  Modification, participation in the sale or transfer of, or the creation of derivative works based on any Content, in whole or in part, is strictly prohibited.

 

TRADEMARKS.  TruNorth, www.TruNorthCapital.com (including the TruNorth logo), and all of TruNorth’s descriptive branding, marketing logos, page headers, custom graphics, button icons and scripts (collectively, the “TruNorth Marks”) are trademarks or trade dress owned by TruNorth.  Nothing on this Website shall be construed as granting, expressly or by estoppel, implication, or otherwise, any license or right to use any of the TruNorth Marks, without our prior written permission. Any questions concerning any TruNorth Marks, or whether any mark or logo is a TruNorth Mark, should be referred to TruNorth and its legal counsel, as provided below.

 

LINKING AND FRAMING.  You may not deep link to portions of the Websites, or frame, inline link, or similarly display any of TruNorth’s property, including, without limitation, the Websites.  You may not use any TruNorth marks as part of a link without our express written permission.

 

SUBMISSIONS.  By posting, storing, or transmitting information on or to the Websites, including, but not limited to, ideas, remarks, discussions, concepts, processes, techniques, graphics, pictures or other submissions (collectively, “Submissions”), you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit, and sublicense such content in any form, in all media now known or hereinafter created, anywhere in the world.  You hereby irrevocably waive any claims based on moral rights or similar theories, if any. TruNorth shall not be subject to any obligations of confidentiality regarding Submissions except as required by any law or regulation.  By entering information on the Website, you agree to comply with this Agreement, the TruNorth Privacy Policy and any other legal agreements on the Websites.

 

INTELLECTUAL PROPERTY.  You are hereby notified that TruNorth has patents or patents pending on technologies and business processes on the Websites.  You should consult with TruNorth’s legal counsel before engaging in any technology development or business processes that may result in infringement upon TruNorth’s technology and business processes patents.  TruNorth will pursue all legal remedies to protect its intellectual and proprietary rights.

 

LIMITATIONS ON USE.  You agree to use the Website and Content (if permitted to use the Content) only for legal reasons and purposes. You are prohibited from any use of the Website or Content (if permitted to use the Content) that may: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party; (ii) disrupt or interfere with the security or use of the Website or any websites linked to the Website; (iii) interfere with or damage the Website, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (iv) impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) us, or use a false identity; (v) attempt to obtain unauthorized access to the Website; (vi) engage, directly or indirectly, in the transmission of “spam,” chain letters, junk mail, or any other type of unsolicited solicitation; (vii) collect, manually or through an automatic process, information about other users or the Website without their or our express written consent; (viii) submit false or misleading information to us; (ix) violate any law, rule, or regulation; (x) engage in any activity that interferes with any third party’s ability to use or enjoy the Website; (xi) assist or encourage any third party in engaging in any activity prohibited by this Agreement; or (xii) “frame” or “mirror” the Website on any other server or internet based device or access, view, download, print, use and/or display the Website for any commercial purpose.   TruNorth makes no warranties or claims concerning whether the Content may be downloaded or is appropriate for use inside or outside of the United States.  If you access this Website from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. TruNorth reserves final judgment as to your eligibility to use the Website for specific products or services.  You agree to abide by all applicable local, state, and federal laws, regulations, statutes, rules and ordinances, in connection with your use of the Website.

 

WARRANTY DISCLAIMERS.  THIS WEBSITE AND ALL OF THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. NO WARRANTIES APPLY TO YOUR USE OF CONTENT.  VIRUSES OR OTHER HARMFUL COMPONENTS MAY BE PRESENT ON THE WEBSITE, AND TRUNORH PARTIES DO NOT WARRANT IN ANY WAY THAT THE WEBSITE WILL BE FREE OF THESE DEFECTS.  TRUNORTH DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, IT’S USE OR ANY INFORMATION ON IT:  (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. CERTAIN WARRANTIES WHICH MAY NOT BE EXCLUDED, RESTRICTED, OR MODIFIED UNDER THE LAW APPLICABLE TO THIS AGREEMENT ARE NOT ALTERED OR DISCLAIMED.

 

NEITHER TRUNORTH NOR ANY TRUNORTH PARTIES GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE CONTENT.  TRUNORTH DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT.  ERRORS INCLUDING TYPOGRAPHICAL ERRORS AND CONTENT ERRORS ARE ALSO NOT WARRANTED FOR COMPLETENESS OR ACCURACY BY TRUNORTH.  YOU USE THIS WEBSITE AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THIS WEBSITE.  NO ADVICE OR INFORMATION OBTAINED BY YOU FROM TRUNORTH OR THROUGH OR FROM THIS WEBSITE SHALL CREATE ANY REPRESENTATION OR WARRANTY BY TRUNORTH. “TRUNORTH PARTIES” MEANS, COLLECTIVELY, IT’S STAFF, AGENTS, DIRECTORS, OFFICERS, INDEPENDENT CONTRACTORS, OR LICENSORS, OR ANY OF ITS AFFILIATES, PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS AND LICENSORS.

 

WEBSITE CONTENT CHANGES MAY BE MADE BY TRUNORTH SO AS TO DISCONTINUE OR MAKE ALTERATIONS AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. INFORMATION IS PUBLISHED AS OF ITS DATE OF PUBLICATION, AND TRUNORTH DOES NOT AND WILL NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION.  TRUNORTH’S RIGHTS INCLUDE THE RIGHT TO TERMINATE THE WEBSITE AND DISSOLVE ITS SERVICE OFFERINGS OR TRANSMISSIONS WITHOUT ANY PRIOR NOTICE TO YOU.

 

LIMITATION OF LIABILITY.  TRUNORTH AND THE TRUNORTH PARTIES SHALL NOT BE LIABLE WHATSOEVER FOR ANY DAMAGES INCLUDING SPECIAL, DIRECT, INDIRECT, GENERAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE CONTENT, THE WEBSITE OR ANY THIRD PARTY WEBSITE TO WHICH THIS WEBSITE IS LINKED.  TRUNORTH SHALL NOT BE LIABLE FOR ANY NEXUS WITH ANY FAILURE OF PERFORMANCE, OMISSION, ERROR, DEFECT, INTERRUPTION, OPERATIONAL DELAY OR TRANSMISSION, NETWORK OR COMPUTER VIRUS OR WORM, OR LINE OR SYSTEM FAILURE, EVEN IF TRUNORTH AND THE TRUNORTH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS, EXPENSES AND DAMAGES.  TRUNORTH ALSO BEARS NO LIABILITY FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE WEBSITE.  IF YOU ARE DISSATISFIED WITH TRUNORTH, YOUR SOLE REMEDY IS TO IMMEDIATELY CEASE USE OF THE WEBSITE.  IF YOUR USE OF THIS WEBSITE RESULTS IN THE NEED FOR REPAIR, SERVICING, OR CORRECTION OF EQUIPMENT OR DATA IN ANY WAY, YOU ASSUME ANY AND ALL COSTS ASSOCIATED WITH SUCH REPAIRS, SERVICING, OR CORRECTIONS.  IF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID IN ANY WAY, YOU AGREE THAT TRUNORTH’S TOTAL LIABILITY FOR ALL LOSSES, DAMAGES, OR CAUSES OF ACTION OF ANY KIND OR NATURE ARE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. TRUNORTH IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR INFORMATION SENT OR RECEIVED, REGARDLESS OF WHETHER THE INFORMATION IS ACTUALLY RECEIVED BY TRUNORTH, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE OR FAILURE TO ABIDE BY THIS AGREEMENT. ADDITIONALLY, TRUNORTH SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES IN ANY AMOUNT GREATER THAN ONE THOUSAND ($1,000.00) DOLLARS.

 

INDEMNIFICATION.  UNDER THE TERMS OF THIS AGREEMENT, YOU HEREBY AGREE TO HOLD TRUNORTH AND THE TRUNORTH PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, EXPENSES, DEMANDS OR LIABILITIES, INCLUDING ATTORNEYS' FEES AND COSTS, INCURRED BY THE PARTIES IN CONNECTION WITH ANY CLAIM BY A THIRD PARTY (INCLUDING ANY INTELLECTUAL PROPERTY CLAIMS OF ANY KIND) ARISING OUT OF (I) MATERIALS AND CONTENT YOU SUBMIT TO, POST TO, OR TRANSMIT THROUGH THE WEBSITE, OR (II) YOUR USE OF THE WEBSITE IN VIOLATION OF THIS AGREEMENT OR IN VIOLATION OF ANY APPLICABLE LAW IN THE U.S. OR FOREIGN JURISDICTION. YOU FURTHER AGREE THAT YOU WILL COOPERATE FULLY IN THE DEFENSE OF ANY SUCH CLAIMS BROUGHT AGAINST TRUNORTH OR THE TRUNORTH PARTIES.  TRUNORTH AND THE TRUNORTH PARTIES RESERVE THE RIGHT, AT THEIR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT THE WRITTEN CONSENT OF TRUNORTH.  ANY CLAIM RELATED TO THIS WEBSITE MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE YOU KNEW, OR REASONABLY SHOULD HAVE KNOWN, OF THE EXISTENCE OF SUCH CLAIM AGAINST   TRUNORTH.

 

NO AGENCY.  No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

 

MONITORING.  You agree that TruNorth has no obligation whatsoever to monitor the Website; however, TruNorth has the right to monitor the Website from time to time and to disclose any information as necessary or appropriate to satisfy any legal, regulation or other governmental request, to operate the Website, or to protect itself or other users of the Website.

 

DISTRIBUTION.  TruNorth does not intend for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would violate applicable law or regulation. By offering this Website and the Content, no distribution or solicitation is made by TruNorth to any person to use the Website or Content in jurisdictions where the provision of the Website and/or Content is prohibited by law.

 

ARBITRATION.  All disputes arising out of or relating to this Agreement (including its formation, performance or alleged breach) or your use of the Website will be exclusively resolved under confidential binding arbitration held in Kalamazoo, Michigan before and in accordance with the Rules of the American Arbitration Association.  The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.  To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.  Notwithstanding the foregoing, we will have the right to seek injunctive or other equitable relief in state or federal court located in Kalamazoo, Michigan to enforce this Agreement or prevent an infringement of a third party’s rights.  In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.

 

WAIVER OF CLASS ACTION RIGHTS.  BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE.  ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.

 

WAIVER.   You agree that if any term, provision, duty, obligation, or undertaking is held by the courts to be unenforceable or illegal or in conflict with the applicable state, federal or international law, the validity of the remaining portions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if such invalid or unenforceable provision was not contained in the Agreement. TruNorth’s non-enforcement of any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

 

GOVERNING LAW.  This Agreement, and all aspects of your use of the Website, shall be governed by and construed in accordance with the laws of the United States and the laws of the State of Michigan, without regard to its conflict of laws rules, to the greatest extent possible under law.  You agree that you will notify TruNorth immediately, in writing, of any claim or dispute concerning or relating to the Website.  You also agree to furnish TruNorth a reasonable period of time to address your dispute prior to bringing any legal action.

 

SEVERABILITY.  If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

 

GENERAL TERMS.  This Agreement and your right to access and use the Website are effective until terminated by either you or TruNorth.  This Agreement and your access and/or use of the Website may be terminated by TruNorth immediately, without notice to you, if in TruNorth’s discretion you fail to comply with any term or provision of this Agreement.  This Agreement constitutes the entire agreement between TruNorth and you with respect to your use of the Website and supersedes all prior representations, warranties, promises, or other agreements made by and between TruNorth and you.  This Agreement and all of your rights and obligations herein may not be assignable or transferable by you without our prior written consent.  Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.  All rights not expressly granted herein are hereby reserved.  Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. You are an independent contractor and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Agreement.

 

INQUIRIES AND COMPLAINTS.  If you believe, in good faith, that any materials on the Website infringe your copyrights, notifications of claimed copyright infringement should be sent to TruNorth’s designated agent. Notification should include:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• a description of the copyrighted work that you claim has been infringed;

• a description of where the infringing material is located on the Website;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

 

A notification of claimed copyright infringement should be sent to:  TruNorth Capital Management, LLC, 157 S. Kalamazoo Mall, Suite 240-3, Kalamazoo, MI 49007.

 

OTHER DISCLOSURES.  TruNorth’s privacy policy reflects our consumer financial privacy protection procedures and practices.   We do not sell, rent, or share a registrant’s personal information with third-party marketers without your permission.

 

CONTACT US.  If you have questions regarding this Agreement, TruNorth or TruNorth Capital, please contact us by email at kevin@trunorthcapital.com or by regular mail at TruNorth Capital Management, LLC, 1090 N 10th Street Suite 210, Kalamazoo, MI 49009, Attention: Kevin Miller.