1. THE SITE; COMPANY SERVICES
This Site provides a platform for individual and entity investors (“Clients”) to utilize the Company’s proprietary trade mirroring technology to replicate trades in certain model portfolios of third-party registered investment advisers (“Managers”) selected by the Client within a separately managed brokerage account self-tailored to each Client’s investment goals and objectives, risk tolerance and time horizon. Through the Site, Clients will have the ability to allocate to a number of strategies of various Managers, with transparency into the trading activities of such Managers and have access to information regarding Managers’ current portfolio holdings and trading records (“Models”) and additional content which Managers may provide, such as their investment strategies, profiles and portfolio market reports and analyses (collectively, along with the Models, “Manager Content”). These are services provided by the Company to Clients in connection with the Site (“Company Services”) and the respective rights and obligations of the Company and the Clients in connection therewith shall be governed solely by the Investment Management Agreement to be entered into by the Company and you and the Disclosure Brochure(s) provided by the Company to you as a Client.
When you register as a Client, we will ask you to provide us with your name, email address, telephone number and other contact information. You agree to provide, maintain and update contact information that is true, accurate, current and complete about yourself when registering and on an ongoing basis. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person or entity, use false headers or otherwise conceal your identity from us for any purpose.
During the registration process, you will designate a user name and password. For your protection, we ask you not to share your registration information (including your user name and password) with any other person for the purpose of facilitating their access to and unauthorized use of the Site. You are responsible for maintaining the confidentiality of your user name, password and other account information and are responsible for all activities that occur and financial liabilities incurred under your user name and password, whether or not authorized by you. We will not be liable for any loss or damage arising from your failure to comply with this paragraph. If you become aware of any unauthorized use of your user name, password or other account information, you agree to notify us immediately at 561-835-8690.
Your registration is subject to our review and approval, and we reserve the right not to approve, or withdraw our approval of, your registration for any reason or no reason.
3. NOTICES AND COMMUNICATIONS
4. LIMITATIONS OF INFORMATION PROVIDED
You acknowledge and agree that any and all Manager Content available, displayed on, posted to, transmitted or distributed through the Site by the Company or Managers is the sole responsibility of the Manager from which such Manager Content originated and is viewed and used by you at your own risk. Such Manager Content is provided as general and impersonalized investment information and commentary and does not constitute personalized investment advice or a specific recommendation or solicitation that anyone should purchase or sell any particular security. The views expressed by the Managers on this Site do not necessarily reflect the views of the Company or any of its affiliates. All opinions expressed and data provided by Managers are subject to change without notice, and the information available on the Site may not be complete, timely or accurate.
Any performance information presented on the Site is historical and is not necessarily indicative of future results. Performance results for any particular Manager or particular investment will vary based on the various factors beyond the control of the Company.
The information posted on the Site is not, and should not be deemed to be, an offer to sell, or a solicitation of an offer to buy, any securities or any other investments in any jurisdiction and should not be used by others in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other investment.
The information on the Site does not constitute legal, financial, accounting, investment, tax or other professional advice. The Company provides investment advice only for those Clients who have entered into an Investment Management Agreement with the Company that governs the specific terms and conditions of the Company’s investment advice and the provision of the Company Services.
5. GRANT OF LICENSE
6. INTELLECTUAL PROPERTY RIGHTS
The Site and any necessary software used in connection with the Site or the software available for download on the Site (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other Laws and, as between you and us, we own all right, title and interest in and to the Site and the Software. All design rights, databases and compilation and other intellectual property rights associated with this Site, in each case whether registered or unregistered, and related goodwill are proprietary to the Company. You acknowledge and agree that use of all Software downloaded or otherwise accessed from the Site is subject to the license agreements that are displayed or referenced when you access such Software.
Nothing under this Agreement grants you any rights to the Site, the Software or the Intellectual Property, except for the limited rights expressly granted in Section 5 hereof, and all rights not specifically granted in this Agreement are reserved by the Company.
8. DEALINGS WITH OTHER USERS, SERVICE PROVIDERS AND ADVERTISERS
Your transactions, interactions, correspondence and relationships with other users of the Site, including relying on any content posted, provided or transmitted by another user or procuring the goods or services offered by another user, and any other terms or conditions associated with such matters, are solely between you and such other users. YOU AGREE THAT THE COMPANY IS NOT, AND CAN NOT, BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY CLAIMS, LIABILITIES, COSTS, EXPENSES, LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO ANY SUCH MATTERS AND TRANSACTIONS. The Company is not directly or indirectly a party to or participant in, and does not monitor, any such matters and transactions between users of the Site, and your involvement with any such matters is solely at your own risk.
You represent and warrant that you will make your own evaluation of the creditworthiness, suitability, reliability and desirability of each user or third party with which you enter into transactions or interact with as a counterparty or agent and that you are not relying, and will not rely, on the Company for any information as to the creditworthiness, suitability, reliability or desirability of any such user or third party.
9. SITE CONDUCT
(A) You understand that all information on the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such information originated. It is understood that you, and not the Company, are entirely responsible for all information that you upload, post, submit, email or otherwise transmit to the Site. You agree not to post, submit, transmit, display, upload, distribute or email or otherwise submit on the Site:
Content that is inaccurate, incomplete, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, vulgar, libelous, slanderous, invasive of another’s privacy, hateful, racial, ethnically or otherwise objectionable;
Content that is illegal or advocates or intentionally enables illegal activity;
Content that may harm or harms a minor in any way;
Content that you do not have the right, title or interest in to transmit under any and all Laws or under contractual or fiduciary relationships such as any confidential information learned of or through an employment relationship;
Content that infringes any patent, copyright, trademark, trade secret or any other intellectual or proprietary rights, unless you own or control the rights thereto or have received all necessary consents to do the same;
Content that is or may be considered unsolicited or unauthorized advertising, promotional materials, “junk mail”, “chain letters” or “pyramid schemes”, “spam”, “phishing” or any other form of solicitation;
Content that contains software, viruses, computer code, files or programs that are designed to destroy, limit or interrupt the functionality of any computer software or hardware or telecommunications equipment;
Content that may be deemed to violate any applicable Laws, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, or any rules of any national or other securities exchange;
Content that is intended to or may be deemed to harass, stalk or threaten another person or entity; and
Content that is deemed to create a false identity, or misrepresent your affiliation or relationship with a person or entity for the purpose of misleading others.
(B) You agree you will not, and will not assist or permit others to:
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Site;
Frame the Site, place pop-up windows on any page of the Site or otherwise change the display or compilation of the Site or its pages;
Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
Collect or store personally identifiable information about other users of the Site; or
Modify, create derivative works of, reverse engineer, disassemble, decompile this Site or any Software, or technology on this Site or redistribute or sell any section thereof.
10. NATURE OF MANAGER CONTENT
The Company compiles Manager Content provided to it by the Managers. The Company has no obligation to verify, monitor, screen, remove, edit, update or keep current the Manager Content on the Site. However, the Company reserves the right to review or screen Manager Content posted to the Site and to remove, edit or refuse to post any Manager Content.
11. LINKS TO THIRD PARTY SITES
12. DISCLAIMERS OF WARRANTIES
THIS SITE IS INTENDED TO BE A GENERAL INFORMATION RESOURCE ONLY AND YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE INFORMATION CONTAINED IN THE SITE, INCLUDING LINKS OR OTHER ITEMS, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FREEDOM FROM COMPUTER VIRUS. THE COMPANY DOES NOT WARRANT THE ACCURACY, RELIABILITY, CURRENCY, ADEQUACY OR COMPLETENESS OF THE INFORMATION ON THE SITE AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE MANAGER CONTENT.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, (A) THAT THE SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (B) THAT THE SITE WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR-FREE, ACCURATE OR RELIABLE OR (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE. CHANGES ARE PERIODICALLY MADE TO THE SITE AND TO THE INFORMATION CONTAINED HEREIN. THE COMPANY MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. NO ADVICE, RECOMMENDATION, OPINION OR INFORMATION OF ANY KIND, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM THE COMPANY OR THROUGH THE SITE CREATES ANY REPRESENTATION OR WARRANTY BY THE COMPANY.
13. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR MANAGERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR ALLEGEDLY ARISING OUT OF OR IN CONNECTION WITH: (I) THE USE OR INABILITY TO USE THE SITE, (II) ANY RELIANCE BY YOU ON ANY MANAGER CONTENT, (III) ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANOTHER USER, (IV) ANY GOODS OR SERVICES ADVERTISED ON THE SITE OR A LINKED SITE, (V) THE DELETION OF, CORRUPTION OF OR FAILURE TO STORE, ANY MANAGER CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE; (VI) YOUR FAILURE TO PROVIDE THE COMPANY WITH ACCURATE AND TRUTHFUL INFORMATION UPON REGISTRATION AND ON AN ONGOING BASIS, (VII) YOUR FAILURE TO KEEP YOUR USER NAME, PASSWORD AND ACCOUNT INFORMATION SECURE AND CONFIDENTIAL; AND (VIII) ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION. THIS SHALL INCLUDE, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER INTANGIBLE LOSS (WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY) IRRESPECTIVE OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
15. NO JOINT VENTURE
16. INTERNATIONAL USE
You agree to comply with all local Laws applicable to (a) your access to and use of the Site, (b) your online conduct, (c) any information provided by you and (d) your transmission of technical data exported from the United States or the country in which you reside. Access to this Site from jurisdictions or territories where the contents of this Site are illegal or penalized is prohibited. The Company has no obligation to provide access to the Site and reserves the right to not approve the registration application of a user accessing the Site from such prohibited jurisdictions or territories.
19. GOVERNING LAW
21. ENTIRE AGREEMENT
Effective Date: August, 2017