Terms and Conditions
Services Provided
This Agreement sets forth the services provided to you (“Client”) by CleverAlpha Asset Management, LLC (“Advisor”). Advisor offers digital investment management and account administration services—including robo-advisory solutions—designed to help you achieve your investment goals. In performing these services, Advisor acts as a fiduciary, meaning that our duty is to put your interests ahead of our own in accordance with the Investment Advisers Act of 1940 and all applicable regulatory standards.
Advisor’s Responsibilities
Fiduciary Duty and Regulatory Compliance:
Advisor is committed to managing your assets in accordance with your stated investment objectives and risk tolerance. In addition to traditional discretionary management, our platform utilizes proprietary algorithms and artificial intelligence to assist with portfolio rebalancing and investment recommendations. In all cases, you have the right to request a human review of any automated decision.
Disclosure Documents:
Prior to or at the time of account initiation, you will receive our current Wrap Fee Brochure, ADV Part 2B, Privacy Policy, and any additional regulatory disclosures required by FINRA, the SEC, or state authorities.
Cybersecurity and Data Protection:
Advisor implements state-of-the-art security measures—including multi-factor authentication, end-to-end encryption, and continuous monitoring—to safeguard your account and personal information in compliance with modern cybersecurity best practices.
Client Responsibilities
Accurate Information:
You agree to provide complete, accurate, and up-to-date information regarding your investment objectives, financial circumstances, and risk tolerance. You further acknowledge that any failure to do so may materially impact the management of your account, for which Advisor will not be held liable.
Instructions and Authorizations:
All instructions for account management must be given in writing or through our secure digital platform. Advisor may act on instructions reasonably believed to be provided by you or an authorized representative.
Understanding of Automated Services:
You acknowledge that some investment decisions may be executed automatically using advanced algorithms. You have the right to request clarification or human intervention at any time.
Acceptance of Investment Risks
You understand and accept that investments are subject to market fluctuations and economic uncertainties. Although Advisor will manage your account in accordance with your goals and risk profile, there can be no assurance that investment objectives will be achieved. The value of your account may fluctuate, and past performance is not indicative of future results.
Discretionary Account Management
By agreeing to this Agreement, you authorize Advisor to manage your account on a discretionary basis. This means that Advisor may buy or sell securities without obtaining prior consent for each transaction, relying on professional judgment and our automated systems to act in your best interest.
Fee Calculation and Deductions
Wrap Fee Structure:
Advisor’s fees are calculated on a monthly basis, in advance, based on the previous month-end account value. These fees include bundled transaction charges (“wrap fee”), while additional administrative or custodial fees may be charged by your designated custodian.
Fee Adjustments:
Any changes to fee structures will be communicated to you in advance and will require your acknowledgment as part of our ongoing regulatory obligations.
Custody and Third-Party Relationships
Custodian Selection:
You will establish your account with a custodian approved by Advisor. Your relationship with the custodian is governed by a separate agreement.
Third-Party Service Providers:
Our platform may integrate services (such as payment processing via Dwolla) provided by third parties. These providers are contractually bound to maintain data protection standards consistent with our policies and regulatory requirements. You expressly consent to the sharing of your relevant personal information with these service providers for account functionality.
Limitation of Liability
Advisor, its officers, directors, employees, and agents shall not be liable for any direct, indirect, or consequential damages arising from errors in judgment, market fluctuations, or other factors not resulting directly from gross negligence, willful misconduct, or a breach of fiduciary duty. Nothing herein waives your statutory rights under federal or state securities laws.
Dispute Resolution and Arbitration
In the event of any dispute, you agree to submit claims to binding arbitration under the rules of the American Arbitration Association and any applicable FINRA arbitration procedures. The arbitrator’s decision shall be final and binding, except as required by law, and this provision does not waive any rights afforded under state or federal securities laws.
Termination
This Agreement may be terminated by any party upon written notice. In the event of termination, Advisor will continue to manage your account until alternative written instructions are provided. Termination does not relieve you of any obligations incurred prior to the termination date.
Notices
All communications or notices required under this Agreement must be in writing and delivered via email, certified mail, or through our secure messaging platform.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to conflict-of-law provisions. Any disputes arising under this Agreement shall be subject to arbitration as outlined above.
Assignment and Entire Agreement
Assignment:
Advisor may not assign its rights or obligations under this Agreement without your prior written consent, except in connection with a merger or acquisition where you will be notified and provided the opportunity to object.
Entire Agreement:
This document constitutes the entire Agreement between you and Advisor regarding your account and supersedes any prior agreements. Amendments or modifications must be made in writing and acknowledged by both parties.
Severability
Should any provision of this Agreement be deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Representations and Client Acknowledgement
Representations:
Each party represents that it has the authority to enter into this Agreement and that its performance will not violate any law or contractual obligation.
Client Acknowledgement:
By using our platform, you acknowledge receipt of all related documents—including the Wrap Fee Brochure, ADV Part 2B, and Privacy Policy—and consent to the terms outlined herein, including limited disclosures as described in our Privacy Policy.
Electronic Communications and Account Security
Electronic Communications:
Your use of our website and digital platform, as well as communications sent via email, are considered to be in writing and will be deemed effective as provided.
Account Security:
You are responsible for maintaining the confidentiality of your login credentials. You agree to immediately notify Advisor of any unauthorized use or security breach. Advisor is not liable for any loss resulting from unauthorized access to your account.
Intellectual Property and Prohibited Use
License to Use:
You are granted a limited, non-exclusive, non-transferable license to access and use the website and robo-advisory platform in strict accordance with these Terms.
Prohibited Conduct:
You agree not to use our platform for any unlawful purpose or in any manner that could damage, impair, or interfere with the functioning of the platform. This includes reverse engineering, unauthorized distribution, or modification of any content available on the site.
Automated Tools Disclaimer and Indemnification
By using our digital investment platform—including any AI-driven algorithms, calculators, and other automated tools (collectively, “Automated Tools”)—you acknowledge and agree to the following:
Disclaimer:
The Automated Tools provided by CleverAlpha are intended for informational and advisory purposes only. They are subject to inherent limitations, including data inaccuracies, algorithmic errors, and technical malfunctions. While we strive to maintain the highest standards, these tools may not perform as expected under all market conditions or in every scenario.
Risk Acceptance:
Your reliance on the Automated Tools is at your own risk. You acknowledge that the performance and outputs of these tools are not guaranteed and may result in erroneous or unintended recommendations.
Indemnification:
You agree to indemnify, defend, and hold harmless CleverAlpha, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Automated Tools. This indemnity applies regardless of whether such issues arise from errors, omissions, or limitations in the Automated Tools. You further confirm that you have conducted your own due diligence regarding the use and limitations of these tools, and you do not substitute their outputs for professional financial advice.
Changes to Terms
CleverAlpha reserves the right to modify these Terms at its discretion. The most current version will supersede all previous versions, and material changes will be communicated to you at least 30 days prior to taking effect. Your continued use of our platform constitutes acceptance of the updated Terms.
Contact Information
CleverAlpha welcomes your questions or comments:
CleverAlpha Asset Management, LLC
425 15th Street
C3321
Manhattan Beach, California 90266
Email Address: support@cleveralpha.com
Telephone number: 310-293-7837
Effective as of March 25, 2025
