Terms

Copyright

© 2023 Nitrogen Wealth, Inc. f/k/a/ Riskalyze, Inc. All Rights Reserved. The services provided herein are protected under copyright, trade secret laws and patent protection, and are provided under license. Please review our Terms of Service and do not use this product if you do not agree to them. Nitrogen, Risk Number, Riskalyze, Riskalyze GPA, Riskalyze Trading and Nitrogen Trading are trademarks of Nitrogen Wealth, Inc.

Portions of the data available through this product are © 2023 Morningstar. All Rights Reserved. That information is (1) proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

Terms of Service

1. Agreement.Your use of any and all Nitrogen software services, along with any other services or web sites provided to you by Nitrogen (the “Services”) is subject to these Terms of Service and our Privacy Policy (collectively referred to as the “Terms”). This agreement is between you and Nitrogen Wealth, Inc. f/k/a Riskalyze, Inc. (“Nitrogen”). Our principal place of business is at 470 Nevada Street, Auburn, California 95603 in the United States.
2. Acceptance. By using one or more aspects of the Service, you hereby agree to the Terms. You accept these terms by either (a) clicking to “agree” or to “accept” the Terms when opening a user account or logging onto your user account to access the Services, or by (b) using the Services. You may not use the Services or accept the Terms if (a) you are younger than 18 or you are not of legal age to form a binding contract with Nitrogen, or (b) you are a person barred from receiving the Services under any applicable laws or regulations. Nitrogen reserves the right to amend these Terms at any time by posting the amended terms to its web site or otherwise providing you notice of the amended Terms. Your continued use of the Services constitutes acceptance of such amended terms. If you do not agree with these Terms (as amended from time to time), your sole and exclusive remedy is to discontinue using the Services.
3. License. Nitrogen grants to you a non-exclusive, non-transferable license to use the Services, under the terms and conditions of the business agreements between the parties. You agree to use the Services in accordance with the parameters set forth in documentation and other reasonable instructions provided by Nitrogen. You agree not to modify, copy, disassemble, decompile or reverse engineer the Services, or cause or permit any third party to do so. This license does not include the right to grant sublicenses or other rights to the Services, which will remain the exclusive property of Nitrogen. You agree that you have no rights in the Services or their documentation, other than the license granted hereunder. You further agree to protect the confidentiality of all the information relating to the Services’ code, design or logic structure provided to you by Nitrogen.
4. Not Investment Advice. The Services are for business management purposes only and do not constitute investment advice or an investment recommendation offered by Nitrogen. Nitrogen is not registered with the Securities and Exchange Commission as an investment advisor or a broker-dealer. You agree and acknowledge that Nitrogen, its employees and its agents, are not financial advisors, financial planners or broker-dealers, and cannot advise you or your clients through the Services or otherwise. You acknowledge that Nitrogen and/or its affiliates may earn revenue from third parties based on your use of the Services, such as our trading products and the various portfolio models and/or products available on the Nitrogen Partner Store.You agree and acknowledge that Nitrogen makes no representation as to the suitability of the Services for any purpose, and Nitrogen will not be held liable in any way for any consequences or damages that may arise through your use of the Services. You agree and acknowledge that Nitrogen may modify the Services from time to time.You represent and warrant that you are a registered representative, registered investment advisor, registered insurance agent, or administrative / operations assistant employed by an entity or individual registered to sell or offer securities, financial advice, or insurance products under applicable law. You agree and acknowledge that if you choose to make any investment decisions for your clients in reliance on information you receive from the Services, you do so at your own risk and based on your own independent judgment. You acknowledge and agree that Nitrogen is not representing itself as a broker-dealer or financial or investment advisor, and that Nitrogen does not independently evaluate the suitability of or recommend any investments for you or your clients. You agree and acknowledge that the information provided in the Services will not be construed as an offer to sell, an offer to buy, or a recommendation for or against any security by Nitrogen or any third party. Nitrogen will not be responsible for any trading decisions, damages or other losses resulting from your use of the Services. You agree that you will be responsible for effecting underlying investment transactions for all accounts under your management and supervision. You acknowledge that you are the fiduciary advisor and maintain responsibility for your client accounts, and as a technology service provider, Nitrogen cannot be a fiduciary or be responsible for ensuring trade execution is effective. As the fiduciary, you retain control of your custodial relationship and agree to access it directly to effect trades if technical difficulties by any party prevent our trading products from transmitting trades on your behalf.
5. Third Party Asset Managers. The Services may provide access to data, analytics, research, portfolio models, products and/or the calculation of potential securities trades you may or may not choose to place with the custodians and/or broker-dealers who you utilize to manage your client assets. The third party asset managers, strategists or research firms who you access via the Services (the “Third Party Asset Managers”) are not personalizing the materials they provide through the Services, are not making investment recommendations to you, and are not acting as investment advisers or fiduciaries to your clients. You hereby agree and acknowledge that you are the sole investment adviser and/or fiduciary for your clients.
6. Client Monitoring. You agree that Nitrogen and the Third Party Asset Managers are not responsible for collecting or reviewing any information about your clients, or determining whether any investment strategy or security is or continues to be appropriate for the client’s objectives or restrictions. Neither Nitrogen or the aforementioned third parties are responsible for verifying client identities or compliance with anti-money laundering rules and regulations administered by the US Treasury Department’s Office of Foreign Assets Control. You agree that you, as the sole licensed investment adviser and/or fiduciary to the investor, are solely responsible for performing the foregoing duties.
7. Privacy. For information about Nitrogen privacy policies, please read our Privacy Policy, accessible at nitrogenwealth.com/privacy. You agree to the use of your data in accordance with that policy.
8. Data Security. Nitrogen agrees to take appropriate security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data. These include internal reviews of our data collection, storage and processing practices and security measures, including appropriate encryption and physical security measures. Regardless of the precautions taken by us we cannot ensure or warrant the security of any information you transmit to us, and you transmit such information at your own risk. We restrict access to personal information to only the Nitrogen employees, contractors and agents who need to know that information in order to process it on our behalf. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations.
9. Intellectual Property Rights. The Services are protected by a combination of copyright, trade secret laws and patent protection. Portions of the Services contain information and data from third party providers, subject to their own copyright provisions. You acknowledge and agree that Nitrogen and our third-party licensors retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of your use of the Services, except for the limited right to use the Services in accordance with the Terms. “Risk Number” and “Nitrogen” are registered trademarks owned by Nitrogen. Other product and company names that are mentioned in the Services or provided as part of the Services may be trademarks of their respective owners. The content contained in the Services is owned by or licensed to Nitrogen. This includes, without limitation, the text, software, scripts, graphics, photos, video, sounds, interactive features and the trademarks, service marks and logos contained therein. Any content or information provided by Nitrogen through the Services is provided to you “AS IS” for informational purposes only and may not be used, copied, reproduced, translated, modified, adapted, transferred, distributed, transmitted, broadcast, displayed, republished, sold, licensed, or otherwise exploited for any other purposes. We reserve all rights not expressly granted in and to the Services. You agree not to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof. You agree not to attempt to discover any information used to deliver, or to compile, remove or delete any portion of, the Services or any part thereof. You agree not to remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services or any part thereof.
10. Confidentiality. You hereby agree to keep confidential all information concerning the financial affairs and matters of Nitrogen, including research, development, products, software, source code, trade secrets, forms, procedures, business affairs, or the terms of your customer agreement; and will not disclose, reproduce or distribute the same to any party at any time. You may comply with a valid and lawful legal process or government order to disclose information, but will immediately notify Nitrogen of your compliance with that order, to the extent permitted by law. Upon termination, both Nitrogen and Customer agree to maintain the confidentiality of all confidential information received from the other party under this Agreement.
11. Use of the Services. You acknowledge that each Nitrogen user account is designed, intended and licensed for use by a single named user only. We do not accept email addresses such as info@, sales@ or admin@ for accounts; you must use your individual email address for authentication and compliance purposes. You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your user account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your account or any other breach of security. Nitrogen cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. If you become aware of any unauthorized use of your password or of your user account, you agree to notify Nitrogen immediately at [email protected].You agree to provide accurate and correct information about your identity, your firm, and your status as a registered representative, registered investment advisor, registered insurance agent or administrative / operations assistant of a registered representative, registered investment advisor or registered insurance agent. You agree to use the Services only for purposes that are permitted by (a) the Terms, and (b) any applicable laws or regulations. You agree not to access any of the Services by any means other than the interface provided by Nitrogen. You specifically agree not to use automated means (including the use of scripts or web crawlers) to access the Services. You agree not to engage in any activity that interferes with or disrupts the Services, or the servers and networks connected to the Services. You may not use the Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services. You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, or use the outputs of the Services in general mailings, mass communications or advertisements without the express written consent of Nitrogen.
12. Fair Use Policy. You agree that the Services are subject to a fair use policy, which is detailed below. If we provide notice of non-compliant usage, and you refuse to correct your compliance, Nitrogen reserves the right to charge up to twelve (12) months in arrears for the actual fair usage of the Services, and to adjust your billing for the remainder of your contract term to reflect your actual fair usage of the Services at the time of notice. The Fair Use Policy is as follows:
1. 1. Nitrogen user accounts may not be shared between multiple individuals, or used by one individual to produce the outputs of the Services en masse for multiple advisors. The average user account has 50 to 200 client profiles and analyzes 200 to 800 client investment accounts; usage in excess of 300 client profiles or 1,000 client accounts falls outside of the Fair Use Policy.
  2. Nitrogen user accounts licensed only for administrative / operations assistants may not be used by individuals holding a securities registration who meet with clients and/or provide advice. For example, if you present the individual as an advisor or client-facing representative of your firm on your web site, they do not qualify for an assistant license. Nitrogen reserves the right to determine which named individuals may qualify, to change that determination if their role with your firm changes, and to limit the number of assistant licenses available to you.
  3. Nitrogen Trading licenses must only reflect the assets under the direct management of the named financial advisors whose Nitrogen licenses are connected to the Trading license. The average advisor manages and trades 100 to 200 accounts; usage in excess of 300 accounts per advisor falls outside of the Fair Use Policy.
  4. Outside Asset Sync is intended for assets not in your custody, which cannot be synced via a custodial feed. The use of Asset Sync Unlimited to sync outside held-away accounts for more than 150 clients would fall outside of the Fair Use Policy.
1. License to Use Marketing Resources. Subject to your continued status as a paying customer in good standing, Nitrogen hereby grants you a limited, non-exclusive, non-transferrable license to utilize its “Nitrogen” trademark, “Risk Number” trademark, other trademarks as to the extent provided by Nitrogen, logo and brand images, marketing copy, content resources, white papers, print collateral, slide decks and other marketing resources (the “Marketing Resources”) provided to you, for the sole purpose of promoting your securities, advisory and/or insurance firm’s use of the Services in your marketing communications directed at acquiring and/or retaining clients. You agree to utilize the Marketing Resources in accordance with any Brand Image Guidelines provided to you by Nitrogen. You agree to cease and desist from the use of the Marketing Resources if (a) you terminate your Nitrogen account and are no longer a paying customer, or (b) Nitrogen requests in writing that you do so for any reason.
2. Billing, Payment and Term of Contract. The Services are licensed to you under a contract that you enter into with Nitrogen at the time of your subscription. The terms of your contract are encapsulated in an order form that we email to the “account owner” at the time of purchase. If you did not receive or cannot find a copy of your order form, simply request one by sending an email to [email protected].Unless stated otherwise on your order form, the following contractual terms apply.
1. 1. The initial term of your contract is twelve (12) months from the date service commences, and your contract will automatically renew for subsequent twelve (12) month terms, unless notice of non-renewal is provided by either party at least thirty (30) days in advance of each renewal. This contract structure provides pricing protection, and Nitrogen may not apply future pricing increases to your contract during its term.
    If we determine that we must change your pricing, we will notify you that your pricing will automatically change as of the beginning of your next contract term. We will always provide at least thirty (30) days’ notice for any such pricing change prior to any deadline that you have for choosing not to renew your contract with Nitrogen.
  2. Any additional user licenses, add-ons or other services added during the course of your contract will be committed for the remainder of your current contract term, unless otherwise noted on an Order Form for the additional licenses, add-ons or services.
  3. You will be billed annually in advance via ACH withdrawal from your bank account. Monthly billing or payment via credit card is available to most customers, at a higher license fee. Nitrogen reserves the right, under certain circumstances, to require annual billing or ACH payment when circumstances warrant.
  4. All fees are non-refundable once billed. If you believe you have been billed in error, please email [email protected] and we will be glad to assist.
1. Termination of Service. In order to provide notice of non-renewal and terminate the Services, you must provide notice to Nitrogen. For your security, you must provide notice to Nitrogen using the account cancellation feature in the Settings screen of your Nitrogen account. If you do not have access to the account cancellation feature, you can provide written notice via electronic mail at [email protected]or via postal mail to the address which is set out at the beginning of these Terms. Termination is deemed effective when you receive a message from Nitrogen that your cancellation has been processed. Once Nitrogen has processed your cancellation, your access to and payment for the Services will continue for the remainder of your contract term. If there is no deadline for notice of non-renewal specified on your order form, such notice of non-renewal must be received by Nitrogen thirty (30) days in advance of your next billing date. Nitrogen may, at any time, terminate your account and refuse your access to the Services if (a) you have breached any provision of the Terms (or have acted in manner which shows that you do not intend to, or are unable to comply with the provisions of the Terms); (b) Nitrogen is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) you are no longer a registered representative, registered investment advisor, registered insurance agent or administrative / operations assistant of a registered securities firm, registered investment advisor or registered insurance agent; (d) Nitrogen is transitioning to or no longer providing the Services to users in the jurisdiction in which you are resident or from which you use the Services; (e) the provision of the Services to you by Nitrogen is, in Nitrogen’s sole discretion, no longer commercially viable; (f) your communication with Nitrogen employees is abusive or threatening, in Nitrogen’s sole discretion; or (g) you do not pay the amounts due for the Services according to the Terms. Termination for reasons (a), (c), (f) or (g) shall not relieve you of the obligation to pay for the Services for the remainder of your contract. Upon termination, all of the legal rights, obligations and liabilities that you and Nitrogen have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, will be unaffected by this termination, including the provisions of the “General Legal Terms” and “Conflict of Laws” sections below.
2. DISCLAIMER OF WARRANTIES. SUBJECT TO APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS.IN PARTICULAR, NITROGEN, ITS OFFICERS AND DIRECTORS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (a) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (b) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS FREE OR FREE FROM ERROR, (c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED.ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NITROGEN OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.NITROGEN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.
3. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NITROGEN, ITS OFFICERS AND DIRECTORS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR:
1. 1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS WILL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
  2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF THE ACTIONS OF YOU, NITROGEN, OR ANY OF NITROGEN’S SUPPLIERS OR VENDORS;
  3. ANY CHANGES WHICH NITROGEN MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
  4. ANY UNAUTHORIZED CHANGES TO OR MISUSE OF THE SERVICES;
  5. ANY USE OF THE SERVICES IN A MANNER NOT INTENDED UNDER THIS AGREEMENT;
  6. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
  7. ANY TRADING LOSSES OR ANY OTHER LOSSES RESULTING FROM YOUR USE (OR INABILITY TO USE) THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND WHETHER OR NOT SUCH LOSSES WERE FORESEEABLE, EVEN IF NITROGEN HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES;
  8. ANY ERROR BY NITROGEN, ITS SUPPLIERS OR VENDORS, OR YOU IN SENDING OR TRANSMITTING TRADE DATA;
  9. ANY FAILURE BY A BROKER TO RECEIVE OR EXECUTE A TRADE ORDER TRANSMITTED USING THE SERVICES FOR ANY REASON WHATSOEVER EXCEPT AS A DIRECT RESULT OF NITROGEN’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT;
  10. ANY FORCE MAJEURE EVENT;
  11. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
  12. YOUR FAILURE TO PROVIDE NITROGEN WITH ACCURATE ACCOUNT INFORMATION;
  13. ALL OF THE LIMITATIONS ON NITROGEN’S LIABILITY TO YOU WILL APPLY WHETHER OR NOT NITROGEN HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE TOTAL LIABILITY OF NITROGEN, ITS OFFICERS OR DIRECTORS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED FIFTY UNITED STATES DOLLARS ($50.00).
1. Indemnification. You agree to defend, indemnify and hold harmless Nitrogen, its officers and directors, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or their partners, and any of their successors or assigns, and any of their respective officers, directors, agents or employees (the “Released Parties”) from any loss, damages, liabilities, costs, expenses, including reasonable attorney fees, claims and proceedings arising out of or relating to: (a) your use of the Services; and (b) any alleged breach of the Terms by you.
2. Force Majeure. None of the parties shall be held responsible for any delay or failure to perform any part of this agreement to the extent that such delay or failure results from any cause beyond its control and without the fault or negligence of the party claiming excusable delay, such as acts of God, acts of war or terrorism, extraordinary acts of the United States of America or any state, territory or political subdivision thereof, fires, storms, floods, epidemics, riots, work stoppages, strikes (work stoppages and/or strikes of any of the parties to this agreement are specifically excluded from the language of this section), embargoes, computer viruses, unauthorized access, systems failure, failure or technical difficulties with software, hardware or other equipment, downtime for hardware and software maintenance, failure of communication lines, telephone or other interconnect problems, unusual volumes of traffic, theft, government restrictions, exchange or market rulings, extreme market volumes or volatility, suspension of trading (declared or undeclared), failure of utility services, adverse weather or events of nature. Nitrogen cannot ensure uninterrupted or error free access to the Services and there may be periods where access is delayed, limited or not available.
3. General Legal Terms. The Terms, combined with your order form, constitute the whole legal agreement between you and Nitrogen and govern your use of the Services, and completely replace any prior agreements between you and Nitrogen in relation to the Services. If you have entered into an Enterprise Client Agreement or a Master Services Agreement with Nitrogen, it is agreed that those terms may supersede these Terms of Service if they clearly state that is the case. You agree that if Nitrogen does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Nitrogen has the benefit of under any applicable law), this will not be taken to be a formal waiver of Nitrogen’s rights and that those rights or remedies will still be available to Nitrogen. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. The Terms, and your relationship with Nitrogen under the Terms, will be governed by the laws of the State of California without regard to its conflict of law provisions. You agree that any dispute regarding the interpretation or enforcement of the terms will be decided by confidential, final and binding arbitration conducted by a mutually agreed to arbitrator located within the County of Placer, State of California, United States of America. The filing fees and arbitrator’s fees and costs in such arbitration will be borne by the non-prevailing party. The parties will be entitled to reasonable discovery of essential matters as determined by the arbitrator. In the arbitration, the parties will be entitled to all remedies that would have been available if the matter were litigated in a court of law. Notwithstanding this, you agree that Nitrogen will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. Nitrogen may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Nitrogen, and any such attempted assignment will be void and unenforceable.

Last Modified May 9, 2023

Privacy Policy

This Privacy Policy details important information regarding the use and disclosure of user information collected by Nitrogen Wealth, Inc. f/k/a Riskalyze, Inc. (“we”, “us”, or “Nitrogen”) through its websites or in connection with the services provided by Nitrogen to you. Nitrogen provides this Privacy Policy to help you make an informed decision about whether to use or continue using the websites or Nitrogen’s services (the “Services”).

This Privacy Policy covers data, data collection and processing where Nitrogen acts as the controller of data as described by the European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Protection Act (“CCPA”) or any other data protection law (known collectively with GDPR and CCPA as “Data Protection Laws”).

If you are a client of our customer (a “Client”), this Privacy Policy does not apply. If you are a Client, please contact the controller of your data (most likely your financial representative or their parent company) directly for detailed privacy information. We will process your data only as directed by our customer, who is the controller of your data.

This Privacy Policy considers “Users” as anyone using the Services. The subset of Users that are subscribers, or those for whom we support account creation, are referred to within as “Customers”.

Data Ownership

The most important part of this Privacy Policy is the simple principle that your data belongs to you. You are not transferring the ownership of data about you or your clients by storing it in Nitrogen. Your clients are your clients, and the data that you store in Nitrogen belongs to you.

Information We Collect and How We Use It

We may collect the following types of information:

User Information. When you visit any of our websites, we collect information about you relating to your browser, the device you use to access the website and your IP address. We may also collect information about any of previous, concurrent and future visits to our URLs. We use this information to maintain the security posture, improve the quality of the Services and provide you with content that we believe to be most interesting to you.When you complete any steps of a Risk Questionnaire or another form in scope of the Services, you provide personal information, which may include your name, email address, phone numbers, date of birth, household income information, financial goals or status, other financial information, opinions or other personal information provided by you. We use this data to provide and personalize the Services for you (for example, to generate a Risk Number that fits your tolerance for risk).We use cookies in various ways across our sites, including those mentioned above. For more details about the data we collect when you visit our websites and how you can adjust certain collection preferences and consents can be seen below under “Cookies”.
Customer Information. When you establish a Nitrogen account, we ask you for personal information, which may include your name, address, email address, credit card information, phone number, corporate affiliation and other personal information provided by you. We use this data to provide and personalize the Services for you and to bill for the Services provided.As a representative of other Customers or Users, you may choose to collect or store data or direct another entity to collect or store data for other individuals or entities in Nitrogen and utilize the Services to process that information according to our Terms of Service. In providing or directing another entity to provide information for an individual or entity other than yourself, you certify that you have the appropriate rights, consents, and permissions to do so and accept all liability for damages resulting from inappropriate collection or processing of this information occurring as the result of your action or inaction.
Contact Information. In addition to the aforementioned collection of contact information, you may be asked for your email address or other personal contact information for promotions, event registration or to fulfill support requests. We may also acquire your contact information through a third-party service or marketing partner. We will not share your contact information with third parties unless expressly granted permission to do so by you. We use contact information to communicate with you as necessary to provide the services or respond to your requests. We may also use it to send you promotional offers. When communications are not necessary to provide services or respond to your requests, opt-out options will be provided to you at the time of receiving the communication.
Log Information. When you access the Services, our servers automatically record certain information in an industry-standard way. These logs may include information such as your web request, your interaction with a service, IP address, browser type, browser language, the date and time of your request, specific fields involved in your request or action and one or more cookies that may uniquely identify your browser or your account. We use logs to improve the quality of our services, maintain our security posture, debug problems, track User trends, and maintain records for compliance with laws or our contract with you or your governing entities.
User Communications. Any messages, email, phone, web conference or other communications that you send to Nitrogen or send using the Services may be retained so that we can process your inquiries, respond to your requests or improve the quality of our services.
Affiliated Nitrogen services delivered through other sites. Some of the Services may be offered through other third-party websites. Your use of those websites is subject to such third-party privacy policies, but if information that you send to those sites is shared with Nitrogen in order to deliver the Services, we process that information under this Privacy Policy.
Aggregated/anonymous information. Nitrogen may also collect or aggregate User information on an anonymous basis, which does not personally identify you, and disclose the aggregate or anonymous data to prospective partners or other outside parties for their use. Nitrogen may also use this aggregate or anonymous information for various other business purposes, including without limitation, the creation and sale of other products to our customers and potential customers.

This Privacy Policy applies to the Services provided by Nitrogen only. We do not have any control over the websites offered by our partners, or sites that integrate Nitrogen services. Those sites are governed by their own privacy policies, which you should read before using them. Although Nitrogen vets its partners and attempts to choose the most secure partners for you, Nitrogen is not responsible for the actions you take to share your information with these third-parties or for any material breach of contract or Data Protection Laws that results from your use of the Services.

In addition to the business uses mentioned above, we may utilize any User data to assist you with support requests, to troubleshoot problems, to meet the obligations of an agreement between you and us, or to monitor and improve the performance and effectiveness of the Services.

We may collect other information about you, informing you of the collection and use at the time of collection. We may also continue to ask you for personal information to renew the fidelity of the information you provided previously, to verify your identity, to provide you with new or improved Services that require additional information, or to improve the Services in new ways. Whenever possible, we will ensure that requests for information are appropriately marked as required or optional as they relate to providing the Services.

Cookies

When you visit a Nitrogen website, we send one or more cookies to your computer or other device. We use cookies to improve the quality of the Services, store user preferences, and track user trends and advertise to potential customers. The table below details the categories of cookies used by Nitrogen, the purpose and uses of those cookies and how to opt-in or out where applicable.

Third party cookie providers used include those from Facebook, Google, Hotjar, Marketo, LinkedIn, Microsoft, and Twitter. You can see and manage your cookie preferences here.

Type of Cookies Utilized	Description	How to Manage Settings
Strictly Necessary	These cookies are strictly necessary to the functionality of a website. Examples are authentication cookies used to keep you logged in and those used to increase the security of the site.	You may opt out by choosing not to use the Services.
Functional Cookies	These cookies are used to persist your personal preferences between sessions. Without these cookies, you would need to set these preferences each time you started a new session.	You may opt-out of these cookies when they are not anonymized. You are free to change your preferences regarding functional cookies with us at any time by clicking the link in the paragraph above this table to open our preference center.
Performance Cookies	These cookies are used to understand how Users interact with the Services, how the Services perform, and to alert us when something goes wrong.	You may opt-out of these cookies when they are not anonymized. You are free to change your preferences regarding performance cookies with us at any time by clicking the link in the paragraph above this table to open our preference center.
Marketing Cookies	These cookies are used to deliver advertising that is more relevant to you and your interests. They may also be used to limit the number of times you see an advertisement and measure the effectiveness of advertising campaigns. Advertising networks usually place them with the website operator’s permission.	You are free to change your preferences regarding marketing cookies with us at any time by clicking the link in the paragraph above this table to open our preference center. You can also visit the DAA at youradchoices.com or the NAI at optout.networkadvertising.org for additional information about opting-out of marketing-related tracking activities.

“Do Not Track” (DNT) Settings

Since there is not yet a common understanding of how to interpret DNT browser settings, the Services do not respond to these settings. Please refer to the other information in this Privacy Policy to appropriately configure your tracking options.

Location of Processing

Nitrogen processes personal information on our servers in the United States of America and may do so in other countries. In some cases, unless otherwise prohibited by a superseding agreement, we may process personal information outside your own country. For more information about where your data may be processed, contact [email protected].

Information Sharing

We do not sell or rent personally identifiable information about current or former Users to third parties. We may share User information with Nitrogen subsidiaries or affiliated companies in order to properly service your account or provide an agreed upon service. In compliance with applicable laws, we may disclose information we collect about our Users and former Users, as described above, to nonaffiliated businesses and service providers such as the following, who we have also shared information with in the last 12 months:

Companies acting as our service providers, including those used to provide hosting, IT services, data analytics, research, and credit card processing.
Companies that perform services for us or on your behalf, including the asset managers, investment strategists and fund companies who manage your assets;
Companies who provide a technology service that is integrated with Nitrogen, when you have enabled that integration in your Nitrogen account (you should ensure that you only connect trusted services to your Nitrogen account);
Companies that participate in joint marketing activities with us;
Financial services companies (such as your custodian and brokers or dealers) who effect transactions on your behalf;
Other organizations, with your consent or as directed by your representative or controller; and
Companies participating with us in a proposed or actual sale, merger, transfer, or business exchange.

These companies are required to treat your private information with the same high degree of confidentiality that we do and only for the services for which they are engaged.

If you are affiliated with a broker-dealer or enterprise RIA who uses Nitrogen Command Center or its predecessor products, we may connect data about your Clients, portfolios and accounts into their data feeds to assist them in providing compliance and supervision services to you and your firm.

If you are a User, we may share your information with one or more Customers when explicitly granted permission to do so by you. By doing so, you identify yourself as a Client and these Customers as controllers over the shared personal data, potentially preventing us from deleting your personal information without direction from our Customer.

We may also disclose information to non-affiliated parties as allowed by law, when we have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce any applicable Terms of Service, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against harm or damages to the rights, property or safety of Nitrogen, its Users or the public as required or permitted by law. If Nitrogen is ordered by a legal process or government to provide data about one or more individual Users, we will notify those Users of our compliance with that order, to the extent permitted by law.

In addition, we may develop, use, distribute and publish information and statistics derived from your data and the content that you contribute for use on an anonymous, aggregate basis. This particular use of your data and content will not result in the distribution or publication of any personally identifiable information.

Deleting Your Information

We believe that your data belongs to you, and therefore, you may delete your account at any time that you choose. To request that your account be deleted, please contact us at [email protected]. Because of the way we maintain the Services to protect the integrity of your data, residual copies may take a period of time before they are deleted, and your data may remain in our backup systems. However, our systems are architected so that your data will drop out of active use for all the uses that we described above.

Information We Do Not Collect

We do not intentionally collect or process personal information for individuals who are deemed to be children under applicable Data Protection Laws. Customers using the system may direct Nitrogen to process this information only when they follow the appropriate steps as determined by applicable Data Protection Laws. When Nitrogen identifies that information for children has been collected using the Services in a manner that does not comply with applicable law, we will take appropriate steps to delete that information.

Changes to this Privacy Policy

Please note that this Privacy Policy may change from time to time. We will post any changes to the policy at nitrogenwealth.com/privacy and, if the changes are significant in our judgment, we will provide a notification of such changes. Your continued use of the Services or the web site following the posting of any changes to the policies constitute your acceptance of the amended Privacy Policy. If you have any questions about our Privacy Policy, please contact us at [email protected].

Additional Information for California Users

In addition to the information above, we provide the following information to California Users according to our obligations under California data protection laws:

Sources of Personal Information Collected

All of the categories of personal information we collect about you (as detailed below) come from the following types of sources:

From you or your representatives, including through your use of our services.
Automatically collected from you or your representatives.
Automatically through your or your representative’s activity on our websites.
From our affiliates and subsidiaries.
From third parties that interact with us in connection with the services we provide.

Categories of Personal Information Collected in the Last Twelve Months

We collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, household or device. In particular, we collect the following categories of personal information from consumers. We have also collected this information during the twelve (12) months prior to the most recent update of this Privacy Policy:

Category	Business Purpose for Collection
Identifiers (e.g., address, date of birth, email, phone numbers, credit card information)	Marketing (such as to communicate with you about promotional offers or other advertised opportunities, to analyze data, generate aggregate statistics for marketing purposes, social media or other electronic campaigns or communications, co-marketing with partners, to organize and promote events, and other purposes disclosed at the time of collection or agreed upon by you) Operational (such as to provide the service as advertised or agreed upon, customer service, process payments, improve the services or offer new services, comply with applicable law, identify or prevent fraud or information security incidents, coordinate with third parties and service providers, and any other actions which might be necessary to run a business)
Commercial information (e.g., usage and purchasing history and communications between us and you)	Marketing (see examples above) Operational (see examples above)
Internet or other similar network activity (e.g., your interaction with our websites and cookie information)	Marketing (see examples above) Operational (see examples above)
Inferences drawn from other personal information (e.g., preferences, sentiment or risk tolerance information)	Marketing (see examples above) Operational (see examples above)

Your Rights and Choices

Subject to certain restrictions, California residents have certain rights as described below. As a California resident, you also have the right to designate an agent to exercise these rights on your behalf. This section also describes how to exercise these rights and what to expect from us when you do so. If you would like further information regarding your legal rights under applicable law or would like to exercise any of them, please contact us either through our email at [email protected] or call us at 844-4-NITROGEN.

Accessing and Deleting Your Personal Information

Right to request access to your personal information. California residents have the right to request that we disclose what categories of personal information we collect, use, disclose or sell about you. You may also request the specific pieces of personal information that we have collected about you. However, we may withhold some information where the risk to you, your personal information, or our business is too great to disclose the information.
Right to request deletion of your personal information. You may also request that we delete any personal information that we have collected from/about you. However, we may retain personal information as authorized under applicable law, such as personal information required as necessary to provide our services, protect our business and systems from fraudulent activity, to debug and identify errors that impair existing functionality, as necessary for us, or others, to exercise their free speech or other rights, comply with law enforcement requests pursuant to lawful process, for scientific or historical research, for our own internal purposes reasonably related to your relationship with us, or to comply with legal obligations. Of course, we also need certain types of information so that we can provide our services. If you ask us to delete it, you may no longer be able to utilize our services to their full potential.

For security purposes, we may request additional information from you to verify your identity when you request to exercise your California privacy rights so we can reasonably verify you are eligible to make such a request.

We endeavor to respond to a verifiable consumer request electronically within 45 days of its receipt and will notify you if we require more time. We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded.

If you wish to exercise any of these rights and do not have an account with us, feel free to contact us as discussed above and we will request additional information to perform identity verification where possible. If you are a Client of one of our Customers, please contact them first as we are most often unable to comply without their direction.

Sale of Personal Information

California residents may opt out of the “sale” of their personal information. Riskalyze does not sell your personal information as we understand that term to be defined by the CCPA and its implementing regulations, nor have we done so in the last 12 months.

Non-Discrimination Rights

California residents have the right to not be discriminated against for exercising their rights as described in this section. We will not discriminate against you for exercising your CCPA rights.

Last Modified May 9, 2023