To offer small Banks and Credit Unions a stand alone investment management platform that will service and monetize current customers in a manner that many of these institutions currently are not.
Terms and Conditions
Services Provided
This agreement sets forth the services to be provided to Client by Advisor and the terms and conditions upon which those services will be provided. Advisor will provide investment management and account administration services. These services are designed to help Client achieve certain investment goals.
Advisor is acting as a fiduciary with respect to Client, meaning that Advisor is required to put the interests of Client above its own in connection with the management and administration of the Account. Advisor agrees to provide services to Client in a manner consistent with its fiduciary duty to Client and the provision of all applicable laws, including the Investment Advisers Act of 1940.
Responsibility of Advisor.
Advisor will (1) manage Client’s assets based on Client’s specific investment goals and objectives, and (2) provide Client with a copy of Advisor’s Appendix 1 Wrap Fee Brochure, ADV 2B and Privacy Policy on, or prior to, the date of this Agreement.
Discretionary Account
Advisor will manage the Account on a discretionary basis, which means Advisor will purchase and sell securities for the Account without first consulting with, or obtaining specific authorization from, Client. All decisions regarding purchases and sales of securities for the Account will be made solely based on Advisor’s best judgment, at the time, of what would be in the overall best interest of Client in the management of the Account. Advisor will manage the Account in accordance with Client’s investment objectives and risk tolerance. Advisor will monitor the Account on an ongoing basis according to proprietary investment algorithms. Advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940. If the Account is subject to regulation under the Employee Retirement Income Security Act (“ERISA”), then Advisor will act as a fiduciary under ERISA with respect to its specific responsibilities under this Agreement.
Responsibilities of Client
Client will provide Advisor with accurate and complete information about Client’s investment goals and objectives and will promptly inform Advisor of any significant changes in that information. Client is responsible for the accuracy and completeness of all information provided to Advisor and for any losses or damages caused by the failure to provide such information to Advisor. Advisor shall not be responsible for any losses or damages that occur as a result of Client’s failure to provide accurate and complete information to Advisor. Instructions regarding management of the Account must be given by Client or someone designated by Client to act on Client’s behalf, and must be in writing. Advisor may act on instructions reasonably believed to be given by Client or someone properly authorized to act on Client’s behalf and Client agrees to hold Advisor harmless of any losses or damages of any kind arising as a result of following such instructions.
Client Understanding and Acceptance of Certain Risks
Client understands Advisor’s services, the terms, and conditions of this Agreement. Client understands that investments made for the Account are subject to general market and economic risks, as well as the risks associated with investments in individual securities and agrees to accept those risks. Client understands that there are no guarantees that Client’s investment goals or objectives will be met or that any investment strategy selected for the Account will be successful in achieving its objectives. Client understands that the Account is not insured and that the value of the Account and the investments in the Account will fluctuate over time and, at any point in time, may be more or less than the amount originally invested in the Account.
Agreement to Arbitrate Disputes
In the event a dispute arises between Client and Advisor, the parties agree to submit claims to arbitration under the rules of the American Arbitration Association. Judgments rendered by the arbitrator(s) will be final and binding on both parties. By agreeing to arbitrate disputes, Client is not waiving any rights under state or Federal securities laws. A copy of the Pre-Dispute Arbitration Agreement between Client and Advisor which has been made a part of this agreement.
Custody of Assets
Client will establish the account with a custodian (“Custodian”) acceptable to Advisor. Client’s relationship with Custodian will be governed by a separate agreement between Client and Custodian.
Calculation and Deduction of Fees
Client authorizes Advisor to calculate and deduct Advisor’s fees from the Account in accordance with procedures described in Advisor’s Appendix 1 Wrap Fee Brochure, which may change periodically. The fees are calculated monthly in advance, based off of the previous month-end value. All assets held in the Account will be subject to the fees set forth on page 1 of this Agreement, including assets, such as cash, that are temporarily awaiting investment. Advisor’s fee to Client is a wrap fee, which bundles traditional transaction charges into the advisory fee. Client will be subject to various other costs that the Custodian may charge to administrate the Account, such as wire fees, mailing costs, etc. Mutual funds purchased for the Account charge internal management fees and incur expenses that are deducted from the assets of the fund. These internal fees and expenses are paid by Client. Refer to the appropriate prospectus for the amount of these fees and expenses, which are in addition to fees on page 1. Mutual funds that sell their shares at net asset value may pay Custodian a fee to participate in its program, and typically have higher internal expenses than mutual funds that do not participate in such a program.
Account Considerations
Under special circumstance and under a separate client agreement, a Client may provide Advisor with written instructions, conditions, or restrictions deemed reasonable by Advisor with regard to how the Account will be managed. If the Account is funded through the transfer of securities or other property into the Account, Advisor is authorized to sell such securities or property unless other arrangements have been made and are specified in writing.
Limitation of Liability
Advisor and Custodian are not affiliated with each other and are separately responsible for providing services to Client. Such parties shall have no responsibility for supervising or controlling the others and shall have no liability for the acts or omissions of the others. Advisor, it’s officers, directors, employees or agents shall not be liable for damages caused by an act or omission, error in judgment or decline in the value of the Account, unless caused directly by negligence, breach of fiduciary duty or willful misconduct. Nothing in this Agreement constitutes a waiver of rights under Federal or state securities laws that cannot be waived under the provisions of those laws.
Termination
This Agreement may be terminated for any reason by any party effective upon receipt of written notice of termination by the other parties to this Agreement. In the event of Client’s death, disability, or incompetency, Advisor will continue to manage the Account until given alternative written instructions from an authorized party.
Notices
All notices given in connection with this Agreement must be in writing.
Governing Law
This Agreement shall be governed in accordance with the laws of the State of California without regard to their conflicts of laws provisions.
Assignment
Advisor may not assign its respective rights or obligations under this Agreement without the consent of Client. Such consent may be obtained in any manner that is reasonable under the circumstances and may include the use of a “negative consent” process whereby a good faith effort is made to notify Client of a proposed assignment and Client is deemed to have consented to that assignment if Client does not object to it in writing within a reasonable period, which period shall be at least 30 days.
Entire Agreement
This is the entire agreement among the parties regarding the matters covered and may only be modified in any manner that reasonably demonstrates the intention of the parties.
Severability
If at any time any part of this Agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of the remainder of the Agreement.
Advisor Agreement
Advisor’s agreement to the terms of this Agreement shall be signified by Advisor taking the actions called for in this Agreement with respect to the management and administration of the Account.
Client Acknowledgement
Client acknowledges receiving, on or before the date of this Agreement, a copy of Advisor’s Appendix 1 Wrap Fee Brochure. Client acknowledges receiving, on or before the date of this Agreement, copies of Advisor’s Privacy Policy and agrees to allow Advisor to make limited disclosures. Client also acknowledges receiving and agreeing to the terms of the Pre-Dispute Arbitration Agreement.
Representations
Each party executing this Agreement represents that it is authorized to enter into this Agreement, the Agreement will be legally binding and enforceable against such party when executed, and that performance of the actions called for under the Agreement by such party will not violate any law, regulation, or contractual obligation to which such party is subject. Client represents that the investment of the Account in the manner called for under this Agreement will not violate any law, regulation, document of corporate governance, retirement plan instrument, partnership or trust agreement or any other contractual obligation. Client agrees to deliver to Advisor any documentation that Advisor may reasonably request to document the above representations.
Proxy Voting Policy
Advisor will not vote proxies on behalf of Client. Client is exclusively responsible for voting proxies and making elections in customer portfolio accounts. Customers shall receive proxy materials directly from a third-party vendor or the custodian will forward all proxy and shareholder communications relating to assets held by custodian directly to Client.
Links to Third Party Sites/Third Party Services
www.CleverAlpha.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of CleverAlpha and CleverAlpha is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. CleverAlpha is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by CleverAlpha of the site or any association with its operators. Certain services made available via www.CleverAlpha.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the www.CleverAlpha.com domain, you hereby acknowledge and consent that CleverAlpha may share such information and data with any third party with whom CleverAlpha has a contractual relationship to provide the requested product, service or functionality on behalf of www.CleverAlpha.com users and customers.
In order to use the payment functionality of our application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at support@cleveralpha.com and/or 310-293-7837.
No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use www.CleverAlpha.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to CleverAlpha that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. CleverAlpha content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of CleverAlpha and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of CleverAlpha or our licensors except as expressly authorized by these Terms.
Privacy
Your use of www.CleverAlpha.com is subject to CleverAlpha’s Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.
Electronic Communications
Visiting www.CleverAlpha.com or sending emails to CleverAlpha constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
Your Account
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that CleverAlpha is not responsible for third party access to your account that results from theft or misappropriation of your account. CleverAlpha and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Usage by Minors
CleverAlpha collects personally identifiable information from children under the age of thirteen. CleverAlpha collects this information in order to collect the minimum amount of data necessary to open and fund a managed custodial brokerage account. If you are under 18, you may not create an account with CleverAlpha. If you are a parent and you have questions regarding our data collection practices, please contact us using the information provided at the end of this Agreement.
International Users
The Service is controlled, operated and administered by CleverAlpha from our offices within the USA. If you access the service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the CleverAlpha content accessed through www.CleverAlpha.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Indemnification
You agree to indemnify, defend and hold harmless CleverAlpha, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. CleverAlpha reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CleverAlpha in asserting any available defenses.
Liability Disclaimer the information, software, products, and services included in or available through the site may include inaccuracies or typographical errors. changes are periodically added to the information herein. CleverAlpha and/or its suppliers may make improvements and/or changes in the site at any time. CleverAlpha and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the site for any purpose. to the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. cleveralpha asset management and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
To the maximum extent permitted by applicable law, in no event shall CleverAlpha and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the site, with the delay or inability to use the site or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the site, or otherwise arising out of the use of the site, whether based on contract, tort, negligence, strict liability or otherwise, even if CleverAlpha or any of its suppliers has been advised of the possibility of damages. because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. if you are dissatisfied with any portion of the site, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the site.
Changes to Terms
CleverAlpha reserves the right, in its sole discretion, to change the Terms under which www.CleverAlpha.com is offered. The most current version of the Terms will supersede all previous versions. CleverAlpha encourages you to periodically review the Terms to stay informed of our updates.
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 February 8, 2021
