TVT User Instruction Manual And Licensing Guide March 2015 vForchidadvisors.com/editor_uploads/documents/TVT... · TVT v7.5 User Instruction Manual And Licensing Guide March 2015

Orchid Advisors provides operational consulting services and electronic information for general informational purposes only. It should not be considered a formal or informal interpretation of law. It is not intended as professional counsel, should not be considered legal advice and should not be used as such. Use of software does not guarantee compliance and each FFL is responsible for their own interpretation of law, use of tools, and execution in compliance with the law. For more information contact Orchid Advisors at www.orchidadvisors.com. Orchid Advisors, All rights reserved. 222 Pitkin Street, East Hartford, CT 06108

TVT v7.5

User Instruction Manual And Licensing Guide

March 2015

Transforming The Compliance EcosystemOrchid AdvisorsTM

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Transaction Validation Tool (TVT) v7.5



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Table of Contents 1. Overview ..................................................................................................................................................... 3 2. Software and Hardware Requirements ........................................................................................................ 5 3. Installation ................................................................................................................................................... 6 4. Instructions for Use ..................................................................................................................................... 7 4. Support ...................................................................................................................................................... 10 5. License Agreement .................................................................................................................................... 10




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1. Overview

TVT – The Transaction Validation Tool is the first application designed to analyze the accuracy of every Federal Firearms License holder's Bound Book. Priceless!

The Transaction Validation Tool (or "TVT") is the first software program designed to perform analytics on the Book of Acquisition & Disposition ("A&D Book" also known as the "Bound Book"). Today's Federal Firearms Licensees (FFLs) perform a high volume of Acquisitions and Dispositions. And, many FFLs rely on electronic A&D Books (compliant with ATF Ruling 2013-5, of course) to manage their dealer, importer or manufacturing operations. As an FFL holder you have an obligation to maintain accurate records, including all of the required fields in the A&D Book.

Requires: (1) Windows OS and an Excel or .CSV download of your A&D book in the format specified in this document. (2) Product license key from Orchid Advisors after purchase. • Mock inspections for your A&D Book – Algorithms designed by former ATF. • More than 100 checks performed – Logical tests for shipping, receiving, serialization, sales, and

more. • Run scheduled, automatic tests – Daily, weekly, monthly, whenever. • Summary & detailed reports generated – Includes the ability to automatically email results. Targeted FFLs • Type 1-Title 1 dealer or gunsmith other than destructive devices. Can also deal in Title II NFA firearms

with class 3 tax stamp. • Type 2-Title 1 dealer doing business as a pawnbroker. • Type 3-Licensed collector of Curio & Relic (C&R) firearms. • Type 6-Licensed manufacturer of ammunition and reloading components other than ammunition for

destructive devices and armor piercing ammunition.




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• Type 7-Title 1 manufacturer of firearms and ammunition, who may also act as dealer; may not manufacture or deal in destructive devices, ammunition for destructive devices, or armor piercing ammunition. Can also manufacture & deal in Title II NFA firearms with class 2 tax stamp.

• Type 8-Importer of Title 1 firearms and ammunition. Can also import Title II NFA firearms with class 1 tax stamp.

• Type 9-Dealer in firearms, including destructive devices, ammunition for destructive devices, and armor piercing ammunition. Requires payment as an SOT Class 1 (can act as an NFA Dealer). To deal/broker any DD with an explosives content (e.g. flash-bangs) requires an additional Federal Explosives License[1] as a Dealer of High Explosives.

• Type 10-Manufacturer of firearms, ammunition and ammunition components, manufacturer of destructive devices, ammunition for destructive devices, and armor piercing ammunition; may also deal in all of the aforementioned items. Requires payment as an SOT Class 2 (can act as an NFA Dealer). To manufacture any DD with an explosives content (e.g. flash-bangs) requires an additional FEL[1] as a Type 20 Manufacturer of High Explosives.

• Type 11-Importer of firearms, ammunition, destructive devices, ammunition for destructive devices, and armor piercing ammunition; may also deal in all the aforementioned items. Requires payment as an SOT Class 1. To import any DD with an explosives content (e.g. flash-bangs), requires an additional FEL[1] as an Importer of High Explosives.




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2. Software and Hardware Requirements Orchid Advisors’ software requires implementation on a modern windows based laptop or desktop. The target computer must have one of the following operating systems installed: • Windows 8 • Windows 7 • Windows Vista • Windows XP Hardware and software for printing, emailing, serialized barcode scanners and cables is not provided by Orchid Advisors. Operating systems are also sold separately. The software requires a License Key that will be provided by Orchid Advisors after purchase. The Book of Acquisition and Disposition must be downloaded into an Excel or .CSV based format as follows with one field per each column. Deviations from this may alter your results. If your A&D book does not contain some of these fields, it is recommended that you include the column and heading but leave it blank.

• Importer • Manufacturer • Country of Manufacturer • Model • Serial Number • Type • Caliber or Guage • Acquired From Date • Acquired From FFL • Acquired From Name • Acquired From Street • Acquired From City • Acquired From State • Acquired From Zip • Acquired From Country • Disposed To Date • Disposed To FFL • Disposed To Name • Disposed To Street • Disposed To City • Disposed To State




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• Disposed To Zip • Disposed To Country

3. Installation Orchid Advisors’ software products can be purchased online at the Orchid Advsisors store (store.orchidadvisors.com). The files used to run the software can be emailed or transferred through the mail on a USB drive at the buyers request. Files included with the installation are:

To install the software:

1. Place the files in a folder on your laptop or desktop computer. 2. Place the License Key file as provided by Orchid Advisors in the same folder (Instructions as

to how to create a User License are shown below). 3. Open the folder containing the files provided by Orchid Advisors. 4. Double click on the file named “TransactionValidationTool.” This is not the “.exe” or the “.pbd”

file. 5. This will launch the application.

Creating a User License - On First Use Only

1. After launching the application, the user will be promoted with a Login Screen.




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2. Click on the “Get Magic Number” button in the bottom right hand corner. 3. Send the Magic Number generated in the two boxes to [email protected]

4. An Orchid Advisors team member will email you your License file (File will have an extension

of .lic). Place this License File in the same folder as the application. 5. Click on the Blue Folder button at the top right and search for the location of the license key that

you have been provided. 6. Once you click on the file, select “Ok.” 7. This will register the software for use and you will enter the “Overview screen.”

4. Instructions for Use 1. Select “Start A&D Book Analysis” to begin.




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2. Click on “Settings” in the bottom right if you would like to compare a standard list of Model, Type, Caliber/Gauge and/or FFL fields to your A&D Book.

3. Click on the blue folder to upload the

acceptable list of values for Model, Type, Caliber/Gauge and/or FFL fields.

4. Files can be uploaded as an Excel file (.xls), Comma Delimited text file (.txt), or CSV file (.CSV). All values to be validated against your A&D Book should be entered in Column A only.

5. Please enter how you record in the A&D Book

the field names for a Frame or Receiver

6. Click “Save” to save your system file settings.

7. Click on the green “+” to load in your A&D

Bound Book file. There should only be one field in each column and the file should only include one tab to be analyzed.

Files can be uploaded as either an Excel file (.xls), Comma Delimited text file (.txt), or CSV file (.CSV)




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8. Click next to proceed. The uploaded file will now be analyzed to ensure that it is in the correct format. A pop up message showing “Validation Complete” will appear when complete.

9. Map the Excel data fields from your A&D

Book file to the TVT’s standard A&D data labels. The TVT allows you to select a named column in your Excel file.

10. Do this by clicking on each of the fields from your A&D Book in “Column A” and the standard A&D data labels in “Column B” and then clicking the Green right arrow.

11. Click “Next” to proceed. 12. Your A&D Book will now be analyzed. This

may take a few minutes depending on the size of your A&D Book file.

13. The test results are now available for your review!

14. Test T1 – Missing Data Test 15. Test T2 – Importer Test 16. Test T3 – Model Test 17. Test T4 – Type Test 18. Test T5 – Caliber or Gauge Test 19. Test T6 – Missing Acquisition/Disposition

Records Test 20. Test T7 – Disposition Date is before the

Acquisition Date Test 21. Test T8 – Model/Caliber fields must be




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populated test 22. Test T9 – Disposed to FFL check Test 23. Test T10 – Disposed to Name check Test 24. Test T12 – Different Model/Caliber/Size for the

same serial number test 25. Test T13 – Acquire/Disposed By FFL should

always be 15 characters Test 26. Test T14 – Future Acquisition/Disposition Date

Test 27. Click any of the “Show Report” buttons to view

the results in Excel. You also have the option to email the results.

Complete!

4. Support Support for Orchid Advisors’ software products is provided by contacting any of the following sources.

• Phone – 855-ORCHID-0 • Email – [email protected]

The following information must be included with your support request:

• Software program name • Version • Computer operating system • Company name • Contact information • Nature of issue

5. License Agreement

Welcome to the Orchid Advisors family of software and services products. This software and associated Web-based services (including all functionality and content on OrchidAdvisors.com) are owned wholly by Orchid Advisors, LLC, a Connecticut Corporation (Orchid Advisors).

Please review the following terms and conditions (Agreement) which govern your use of the Software as well as any electronic services provided in connecting to Web-based Sites (Service) owned and operated by Orchid Advisors and its partners, unless you have either previously registered to use the Software and/or Service or expressly entered into a separate agreement with Orchid Advisors. If you have not registered to




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use this Software or Service, or separately entered into a separate agreement with Orchid Advisors, you are considered a Trial User under this Agreement. If you have registered or separately entered into a separate agreement with Orchid Advisors (Customer Agreement), you are considered a Customer and must also comply with the terms of any separate Customer Agreement, along with the terms of this Agreement.

Your use of the Software and/or Service constitutes your agreement to be bound by this Agreement. We encourage you to review this Agreement whenever you use the Software and/or Service. If you do not agree to the terms of this Agreement, please do not use the Software and/or Service.

1. Use of the Software and the Service

1.1 Use of the Software

Unless otherwise specified in this Agreement, Trial Users who use the Software or such portions of the Service as are available to non-Customers will be subject to all of the provisions of this Agreement, except those related to registration, fees and payment, and taxes.

1.2. Registration

If you register to use any Services that complement the Software products, you will select a user name and password, which you agree to keep secret. In case of unauthorized use of your user name, password or account, you will notify us immediately at [email protected].

1.3. Provision of the Software and/or Service

To enhance your use of the Software and Service, the Software and Service modules/products often operate in conjunction with one another to provide a more integrated and comprehensive experience. You acknowledge and agree that any Software or Service within the Orchid Advisors family will be entitled to provide the Software/Service experience to You, and such Software/Service usage will be governed by the terms of this Agreement.

1.4. Changes to the Software and/or Service

In order to constantly improve and update the Software and Service provided by Orchid Advisors, the form and nature of the Software and/or Service may change from time to time without notice. Such changes to the Software may include things such as changes in look and feel; changes in supported Content; changes in Customer capabilities; and limits on transactions. Such changes to the Service may include things such as changes in hours of availability; changes in access to or format of Content; changes in Customer capabilities; and limits on storage space or number of transmissions.

1.5. Discontinuation of Software and/or Service




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From time to time, it may be necessary to discontinue the Software or Service or any aspect or feature of the Software or Service, including the existence of the Software or Service, without prior notice to you. We will provide as much notice as reasonably possible regarding changes in the availability of the Software or Service, including emergencies and routine maintenance. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Software or Service, your account details, and any Customer Content.

1.6. Content

"Content" means all information, text, photos, images, graphics, illustrations, video and/or audio clips, corporate and other materials made available to Trial Users and Customers, including Content generated by Orchid Advisors. Content also includes, but is not limited to, Customer Content and Third Party Content. "Customer Content" means all Content and other information submitted to us by a Customer. Customer Content may include, but is not limited to, company or personal contact information, product information, specifications and profiles. "Third Party Content" means all Content that is provided by a third party that is not Customer Content, made available through the Service. Customer Content definitions apply to Trial Users as well.

1.7. Your Responsibilities

You are responsible for: (i) compliance with this Agreement and the Customer Agreement, if applicable; (ii) compliance with all applicable local, state, federal and foreign laws in using the Software or Service; (iii) acquiring all necessary rights and other authorizations required to supply us with Content you wish to see included in the Software and/or Service, whether Customer Content or Third Party Content, and to allow its use in the Software and as part of the Service (including copying, publication, distribution or other exploitation of such Content).

1.8. Use Guidelines

You agree that you will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, reverse engineer, or otherwise commercially exploit or make the Software or Services available to any third party, other than as specifically authorized by us in writing; (ii) use the Service directly or indirectly to send electronic messages or other communications in violation of applicable laws; or (iii) knowingly send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material. You further agree that you may not use the Software or Service, the Third Party Content or any content provided by Orchid Advisors for any purpose other than pursuit of winning awards on your own behalf (or on behalf of a particular client if you are a public relations representative), attendance or presence at events on your own behalf (or on behalf of a particular client if you are a public relations representative), or marketing activities on your own behalf (or on behalf of a particular client if you are a public relations representative). You may only use the minimum amount of Third Party or other content reasonably necessary to accomplish the foregoing limited purposes.




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1.9. Links to Third Party Websites

As a benefit of the Software and Service, the Software and/or Service may contain links to third party websites, which we do not investigate or monitor for accuracy or completeness. You agree that we are not responsible for the practices of those entities, including their privacy policies and practices, or the content, accuracy, or opinions expressed in such third party websites. This includes all sites operated by the U.S. Government, including ATF websites and content.

2. Proprietary Rights and Licenses

2.1. Proprietary Rights

You agree that Third Party Content is owned by third parties and should you wish to include Third Party Content within the Orchid Advisors Software and/or Service, you are responsible for acquiring all rights necessary to use, transmit, distribute, copy, publish, change or display such content. You may not (or permit anyone else to) modify, rent, lease, loan, sell, distribute or create derivative works based on Content that is not provided by you, unless you have been specifically authorized to do so in writing by Orchid Advisors or, in the case of Third Party Content, by such third party owner in a separate agreement. You are solely responsible for any Content including Customer Content that you create, transmit or display while using the Software and any accompanying Services. Any further copying, publication, distribution or use of such Content is at your own risk and we make no warranties or representations and shall not be responsible for any such further use or distribution. We are not responsible for misuse or misappropriation of any Content by you. You agree that you will not remove, obscure or alter any proprietary rights notices (including, but not limited to, trademarks/service marks and copyright notices) that may accompany an image or Content obtained via the Software or Service, except to the extent permitted by applicable law.

2.2. License granted by Us

We hereby grant a limited, non-exclusive, non-transferable, revocable license to: (i) for Trial Users, to use the Software and/or Services in accordance with this Agreement and, for Customers, to use the Software and/or Services in accordance with this Agreement and any Customer Agreement in place; (ii) use certain third party software as may be downloaded or made available via the Software and/or Services, subject to any additional license terms and conditions that may apply to the use of such software by you; and (iii) use certain Customer Content for your internal purposes in accordance with each of the terms hereof and all applicable laws, rules and regulations. We do not make and expressly disclaim any grant by us of a license to use the Third Party Content; any use, publication, distribution or copying of such Content is entirely at your own risk.

2.3. License Granted by You

Unless otherwise indicated in the Customer Agreement, you hereby grant us a non-exclusive, irrevocable, perpetual, royalty free license to use, reproduce, distribute, publish and modify the Customer Content to the




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full extent necessary for us to provide the Software and/or Services for your use, in accordance with the user configuration settings you select within the Software and/or Services. Provision of the Software and/or Services may involve allowing other users of the Software and/or Services access to and use of the Customer Content provided by you in connection with the use and distribution of the Software and/or Services (if permitted by your user configuration settings), unless otherwise indicated in the Customer Agreement, such as uploading Customer Content to the U.S. Government ATF Access 2000 databases.

2.4. Ownership of Content

As between you and Orchid Advisors, you own all rights, title and interest in and to the Customer Content provided by you and Orchid Advisors owns all rights, title and interest to all other Content.

2.5. Reservation of Rights

No rights are granted to you under this Agreement other than those that are expressly set forth herein.

3. Additional Terms

3.1. On-Line and Off-Line Agreement

By using the Software and/or Services, you acknowledge that you have read and agree to be bound by this Agreement, as it may be modified from time to time. You are required to keep the most current version of the Software operational so as to always have the most current version of this Agreement. This Agreement may be modified and in force even if you do not update your Software to reflect the revised Agreement.

3.2. Participation Requirements

Customers are also subject to the Participation Requirements as may be noted within the Software and/or Services themselves. This may include but not be limited to restriction of access of Content from Prohibited Persons as defined by the U.S. Government, as well as regulatory restrictions under ITAR. Under no circumstances are you allowed to share any Content with Prohibited Persons or any other person who might be legally prevented from viewing said Content under U.S. law. You should never transfer restricted Content as defined by the U.S. Government out of the U.S.

4. Fees & Payment

This license is specifically for:

• Transaction Validation Tool (TVT) Software • Serial Number Inventory Tool (SNIT) Software

5. Taxes




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Unless otherwise stated, Orchid Advisors' fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with your use of the Software and/or Services, excluding taxes based on Orchid Advisors' net income or property. This includes any and all applicable taxes for which you may be responsible, including but not limited to Taxes associated with purchases, subscriptions, or sales made by you in connection with your use of the Software and/or Service.

6. Term & Termination

This Agreement commences upon your use, access of or receipt of the Software and/or Service and continues throughout such use, access or receipt for a period of a year, unless earlier terminated by Orchid Advisors. This term will renew annually at the same rate unless canceled no less than 30 days prior to the date of this Agreement.

Orchid Advisors may terminate this Agreement immediately and suspend or terminate your access to the Software and/or Service in whole or in part, without notice, in the event of any breach or threatened breach of any portion of this Agreement by you or as we may determine in our sole discretion. All fees paid by you upon registration are non-refundable if this Agreement or your access to the Software or Service is terminated as a result of your breach of this Agreement. Any other agreement you may enter into with Orchid Advisors concerning the Software and/or Service may contain additional terms regarding any aspect of the Software and/or Service and your relationship with Orchid Advisors, including the term and termination of use of the Software and/or Service. Upon notice of termination, Customer agrees to remove all Software from their systems within 30 days.

7. Disclaimer

THE SOFTWARE, SERVICE, AND ANY CONTENT PROVIDED VIA THE SOFTWARE/SERVICE IS PROVIDED "AS IS" AND "WHERE IS" WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ABILITY TO ACHIEVE A PARTICULAR RESULT, ACCURACY, OR UNINTERRUPTED OPERATION. YOU ASSUME ALL RISK AND RESPONSIBILITY ARISING OUT OF ANY USE OF THE SOFTWARE/SERVICE AND ANY THIRD PARTY CONTENT PROVIDED OR MADE AVAILABLE TO YOU VIA THE SOFTWARE/SERVICE. WE DO NOT REPRESENT OR WARRANT THAT YOUR USE OF THE SOFTWARE/SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SOFTWARE/SERVICE WILL BE ACCURATE OR RELIABLE.

FURTHER, THIS SOFTWARE, SERVICE, AND ANY CONTENT PROVIDED VIA THE SOFTWARE/SERVICE IS SOLD WITH THE UNDERSTANDING THAT ORCHID ADVISORS IS




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NOT RENDERING LEGAL ADVICE; IF LEGAL ADVICE IS REQUIRED, THEN THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BE SOUGHT. ORCHID ADVISORS SHALL NOT BE LIABLE FOR DAMAGES ARISING HEREFROM. THE FACT THAT AN ORGANIZATION OR WEBSITE IS REFERRED TO IN THE SOFTWARE AND/OR SERVICE AS A CITATION AND/OR A POTENTIAL SOURCE OF FURTHER INFORMATION DOES NOT MEAN THAT ORCHID ADVISORS ENDORSES THE INFORMATION THE ORGANIZATION OR WEBSITE MAY PROVIDE OR RECOMMENDATIONS IT MAY MAKE. FURTHER, YOU SHOULD BE AWARE THAT INTERNET WEBSITES INCLUDING REGULATORY CONTENT LISTED IN THE SOFTWARE, SERVICE, AND ANY CONTENT PROVIDED VIA THE SOFTWARE/SERVICE MAY HAVE CHANGED OR DISAPPEARED BETWEEN WHEN THIS CONTENT WAS WRITTEN AND WHEN IT IS READ OR OTHERWISED USED. WHERE POSSIBLE SOURCES HAVE BEEN PROVIDED FOR REGULATORY SECTIONS AND THESE PRIMARY SOURCES SHOULD BE RELIED UPON FOR ANY ACTIONS YOU MAY TAKE WITH REGARDS TO THE CONTENT.

FINALLY, THIS SOFTWARE, SERVICE AND ANY CONTENT PROVIDED VIA THE SOFTWARE/SERVICE HAS NOTHING TO DO WITH FIREARM OR AMMUNITION SAFETY, USE, LOADING OR HANDLING. IT PROVIDES NO INSTRUCTION ON HANDLING OR SAFETY. ACHIEVEMENT OF THE ATF REGULATIONS REQUIRES THOROUGH PROPER EXECUTION AND INTERNAL QUALITY ASSURANCE PRINCIPLES. THIS CONTENT DOES NOT INCLUDE EVERYTHING THAT YOU NEED TO KNOW, IT IS NOT AN INTERPRETATION OF LAW AND OBVIOUSLY REQUIRES YOU TO ACCESS, READ AND UNDERSTAND ALL FIREARMS LAWS AND REGULATIONS AND FOLLOW THEM PROPERLY.

8. Warranties

You represent and warrant that you have full legal authority to enter into this Agreement and receive the Software and/or Service and use the Customer Content supplied by you for each of the purposes set forth herein and as otherwise required, permitted or facilitated by the Software/Service. You further warrant and represent that the Customer Content that you supply to us is true and accurate, and that you have sole responsibility for the accuracy and quality of such Customer Content supplied by you.

9. Indemnification

You shall defend, indemnify and hold us harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits or proceedings made or brought against us by a third party in connection with your breach of this Agreement or alleging that your provision, use or distribution of Customer Content provided by you infringes or misappropriates the intellectual property or any other rights of any third party.

10. Limitation of Liability and Exclusion of Damages

10.1. Limitation of Liability




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IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU OR ON BEHALF OF YOU HEREUNDER FOR THE SPECIFIC SOFTWARE/SERVICES USAGE IN THE SIX (6) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

10.2. Exclusion of Consequential and Related Damages

IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. General Provisions

11.1. Entire Agreement

You agree that this Agreement, together with any applicable Customer Agreement, constitutes the entire agreement between you and us, governs your use of the Software/Service (but excludes any Software or Services that we may provide to you under a separate written agreement) and supersedes all prior and contemporaneous agreements concerning provision of the Software/Service to you. Without limiting the generality of the foregoing, in the event that an entity of which you are an employee enters into an agreement with us ("Corporate Agreement") for the provision of services that are substantially similar to the Software and/or Services, the terms of that agreement shall govern to the extent there is a conflict between this Agreement and the terms of that Corporate Agreement.

11.2. Arbitration and Governing Law

This Agreement shall be governed exclusively by the laws of the State of Connecticut, without regard to its conflicts of law provisions. Any dispute, controversy, contest, claim or other matter arising out of or in connection with this Agreement or the interpretation or enforcement hereof shall be settled by binding Arbitration to be held in Hartford, Connecticut in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except either party may file suit or other proceeding in either state or federal court in Hartford, Connecticut with respect to any matter related to the protection or maintenance of intellectual property of either party or any third party. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

11.3. Notice




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You agree that we may provide you with notice ("Notice") under this Agreement, including Notice regarding changes to this Agreement by email, regular mail or posting in the Software and/or Service. You agree to provide us with Notice in writing to the corporate legal address provided on our website. Notice shall be deemed to have been given upon the third business day after mailing via certified mail, return receipt requested.

11.4. Waiver and Cumulative Remedies

No failure or delay to exercise any right under this Agreement shall constitute waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies at law or in equity.

11.5. U.S. Only

We make the Software and/or Service available to users in the United States and make no representations that the Software or Service is legal, appropriate or available for use in locations outside the United States. Those who choose to use the Service outside the United States do so at their own risk and are responsible for compliance with applicable laws in those jurisdictions.

11.6. Modification

We reserve the right to modify the terms and conditions of this Agreement at anytime, and such modifications will be effective immediately upon posting such modifications in the Software and/or Service. You agree to review the Software and/or Service periodically, and your continued use of the Software and/or Service will be deemed acceptance of any modified terms and conditions of this Agreement.

11.7. Survival

The following provisions shall survive any termination or expiration of this Agreement for any reason whatsoever: Sections 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11.

Documents

TVT User Instruction Manual And Licensing Guide March 2015 vForchidadvisors.com/editor_uploads/documents/TVT... · TVT v7.5 User Instruction Manual And Licensing Guide March 2015