2. Scope of Engagement. You acknowledge the
Workshop Services provided by us under this Agreement are limited
to your attendance at a Live Workshop and/or access to the Online
Workshop. To the extent we give you recommendations or other
advice under CoPilot Services or Event Services, you remain solely
responsible for implementation of any recommendation or other
advice. Once we respond to your inquiry, we shall have no
responsibility to update or revise our previous recommendations or
advice. You are free to obtain legal, accounting, and brokerage
services from any professional source to implement our
recommendations. You retain absolute discretion over all
implementation decisions. Our services pursuant to this Agreement
do not include investment supervisory or investment management
services, the regular review or monitoring of your investment
portfolio, legal, accounting, tax advice or similar services.
3. Advisor Compensation. Fees for all Services
are described in the fee schedule attached to this Agreement as
Exhibit A.
4. Terms of Agreement & Modifications. By
entering into this Agreement you agree to comply with the terms and
conditions contained herein, and agree we have the right to modify
this Agreement at any time. We will provide you with notice of any
such modifications and such modification shall thereafter become
effective with written acceptance from you. You further agree to
abide by any rules, procedures, standards, requirements or other
conditions that we may establish in connection with this Agreement.
5. Termination . We will
refund to you 100% of the fees for Workshop Services for any
reason, provided you inform us you want a refund within 30 days of
the date you complete the live Workshop for the first time (or, if
earlier, the first day you are granted access to the Online
Workshop) and you return all course materials. If you fail to
notify us within this time, no refund will be granted. You shall
have five (5) business days from the date of execution of this
Agreement to terminate CoPilot or Event Services without penalty.
You agree the Intellectual Property Rights paragraph will survive
as your obligation even if we refund the Workshop fee. You
acknowledge that any services provided by us as part of this
Agreement or otherwise may be withdrawn if a refund is granted,
including access to the client area of our website, newsletters,
and other follow-up and communication. You further acknowledge
that, when a refund is granted, your spouse and minor children who
received a discounted Live Workshop fee will lose access to the
client area of our website, newsletters, and other forms of
follow-up and communication as well, unless one of them chooses to
pay the full price for Workshop Services. If you decline CoPilot
Services after accessing Workshop Services or Event Services, this
Agreement will terminate automatically fourteen (14) days after
completion of Workshop Services, the day your access to the Online
Workshop is terminated or the day you access Event Services.
CoPilot Services automatically begins (14) days after Workshop
Services enrollment. This Agreement will terminate after you
notify us that you wish the Agreement to terminate, or we notify
you that we wish to terminate the Agreement. We can automatically
terminate this agreement for nonpayment of fees due for CoPilot
services 30 days after payment is not made without notice to you.
If you are a natural person, your death, disability or incompetence
will not terminate or change the terms of this Agreement. However,
your authorized representative may terminate this Agreement by
giving us notice. This Agreement will terminate on the day you
sign an Agreement for non-discretionary (AutoPilot) or discretionary
investment management (asset management) services with Snider
Advisors. Termination of this Agreement will not affect (a) the
validity of any action previously taken by us under this Agreement;
(b) liabilities or obligations of the parties from transactions
initiated before termination of this Agreement; (c) your right to
attend a Workshop refresher course and receive a fee waiver for such
attendance; (d) your right to contact us and receive assistance with
general questions about the Snider Investment Method, provided
however, such assistance will not constitute investment advice and
will not involve specific advice as about the advisability of
specific investments. Such services shall only be provided
pursuant to the terms of a separate services and/or asset
management agreement between you and Snider Advisors; (e) your
obligation to pay us fees that have already been earned under this
Agreement; or (f) our obligation to honor the refund provisions of
this section. Upon the termination of this Agreement, we will not
have any continuing obligation to take any action. All services are
collected in arrears. Users shall not be entitled to any refund in
the event of termination of this Agreement prior to the end of any
calendar month. Promptly upon termination of this Agreement for any
reason, User will cease accessing the Site providing the Services.
6. Intellectual Property Rights.You agree to
use the Snider Investment Method™ solely for your personal,
non-business use. Personal use is defined as use which benefits the
client's accounts. The following account types are viewed as for
personal use: Individual, joint or retirement accounts in the name
of the client or the client's spouse, personal or family trust
accounts for which the client is a beneficiary and trustee with
trading authority, custodial accounts for which the client is the
custodian, accounts for the client's minor children (custodial
accounts), corporate accounts and partnership accounts for which the
client must be a partner/shareholder with trading authority, and
non-profit organization accounts for which the client has trading
authority. You acknowledge that during the Workshop and the Events
we will disclose to you proprietary, confidential information
belonging to and developed by us. You agree the Snider Investment
Method™; is a trademarks of Chronim Investments, Inc. You have not
been given a license to use the trademarks. The verbal and
written materials you receive are protected by copyright. You may
not reproduce or distribute the materials in whole or in part or
create derivative works of the materials. You agree not to directly
or indirectly disseminate or disclose to any person for any purpose
whatsoever any information, strategies, or procedures not generally
known in the stock investing business that were disclosed to you
during the course of our providing Workshop Services or Event
Services to you. You acknowledge that any breach of this Agreement
not to disclose our proprietary information will cause us to incur
damages in the form of loss of materials, loss of profits, loss of
out-of-pocket expenses, and loss of proprietary status of the
information, among other damages. The parties agree that the actual
damages that we might sustain by reason of your breach of your
obligations are uncertain and would be difficult to ascertain.
Accordingly, you agree that if you breach this provision, you will
pay us on demand an amount equal to five times the enrollment fee
for the Workshop as liquidated damages, not as a penalty. We and
you agree that payment of that amount as liquidated damages would be
reasonable compensation to us for such breach. You will not
permit any third party to access or use the Data Services. If any
third party accesses the Data Services through your usernames,
equipment, password or security codes, you will be responsible for
such third party's use of the Data Services if you have knowledge
of or authorize such access or use, and you will pay an additional
monthly fee for any calendar month for each such third party that
uses the Data Services. You also agree that only Snider Advisors
and its licensors shall have the right to alter, maintain, enhance
or otherwise modify the Data Services. You will not disassemble,
decompile, manipulate or reverse engineer the Data Services and
shall take commercially reasonable steps to prevent such
disassembly, decompiling, or reverse engineering of the Data
Services.
7. Client Representations, Warranties and Acknowledgements.
You represent that you have the full legal power and authority to
enter into this Agreement and the terms of this Agreement do not
violate any obligation or duty to which you are bound, whether
arising out of contract, operation of law, or otherwise. If you are
an entity (e.g., corporation, partnership, limited liability
company, or trust), this Agreement has been duly authorized by the
appropriate corporate or other action and when so executed and
delivered shall be binding in accordance with its terms. You agree
to promptly deliver such corporate resolution or other action
authorizing this Agreement at our request. You acknowledge that you
have provided us with the information set forth on the profile and
suitability forms and represent that such information is a complete
and accurate representation of your financial position and of your
investment needs, goals, and objectives at the time of entering
into this Agreement and warrant that you will promptly inform us in
writing if and when such information becomes incomplete or
inaccurate during the term of this Agreement. You agree to provide
us with any other information we may request in furtherance of this
Agreement or related to your investment needs, goals, or
objectives, either from you or through your designated attorney,
accountant, or other professional advisers. You acknowledge we are
authorized to rely upon any information received from such attorney,
accountant, or other professional adviser and are not required to
verify the accuracy of the information. You agree to provide
Snider Advisors with updated information about your investment
needs and goals or any changes in your financial or personal needs
since you last completed a suitability form of in the form of an
annual update. If this Agreement is with more than one client, our
services shall be based upon the joint goals as communicated to us
by you, collectively. We shall be permitted to rely upon
instructions and/or information we receive from either party,
unless and until such reliance is revoked in writing to us. We
shall not be responsible for any claims or damages resulting from
such reliance or from any change in the status of the relationship
between you.
8. Receipt of Disclosures. Our Privacy Policy
Notice and ADV Part 2 will be delivered at time of entering into
this agreement.
9. Conflict of Interest. Snider Advisors may
refer clients to the unaffiliated broker-dealer, TradeStation. As a
result of this arrangement, TradeStation will pay Snider Advisors a
flat referral fee if the client funds an account with them. The fee
received by Snider Advisors is not contingent on any other activity
such as total assets or trading activity. Clients are under no
obligation to act upon any recommendations of Snider Advisors or to
effect any transactions through TradeStation. While we endeavor at
all times to put the interest of our clients first as part of our
fiduciary duty, the possibility of receiving fees creates a
conflict of interest, and may affect the judgment of Snider
Advisors when making the referral. A potential conflict of interest
may arise between the client's interest in obtaining best price and
execution and Snider's interest in receiving future referral fees.
To mitigate this conflict, clients have the option to open accounts
through other unaffiliated broker-dealers Snider Advisors has
established for this purpose.
10. Risk Acknowledgement. We do not guarantee
the future performance results or any specific level of performance,
the success of any investment decision or strategy that we may use,
or the success of the overall performance of your investments. You
understand that investments are subject to various risks, including
but not limit to market, currency, economic, political and
business. Investment decisions will not always be profitable and
possible loss of principal is a risk. The opinions expressed at
the Workshop and the Events and in any written materials provided
to you should not be construed as financial, legal, tax or other
advice and are provided for informational purposes only.
11. Indemnification. Client shall hold harmless
and indemnify the Snider Advisors, and its officers, directors or
employees for any and all claims, losses, liabilities, costs,
damages or expenses (including reasonable attorneys fees)
(collectively, the "Losses") incurred by Snider Advisors in
connection with the performance of its duties hereunder; provided,
however, that nothing contained herein shall require that Snider
Advisors be indemnified for Losses resulting from willful
misfeasance, bad faith or gross negligence in the performance of
the Snider Adviser's duties hereunder or by reason of the Snider
Advisor's reckless disregard of its obligations and duties
hereunder. Snider Advisors shall hold harmless and indemnify
Client for any and all Losses incurred by Client that arise solely
from Snider Advisor's willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder or by reason
of the Snider Advisor's reckless disregard of its obligations and
duties hereunder. Nothing in this Agreement may be interpreted to
limit or modify the investment advisors' fiduciary duties to its
clients and nothing in this Agreement shall be deemed a waiver of
any right or remedy that a client may have under federal or state
securities laws. Federal and state securities laws impose
liabilities under certain circumstances on persons who act in good
faith.
12.
Data Services Limits of Liability
IN NO EVENT SHALL SNIDER ADVISORS (OR ANY ENTITY CONTROLLING,
CONTROLLED BY OR UNDER COMMON CONTROL WITH SNIDER ADVISORS, OR ITS
OFFICERS, DIRECTORS OR EMPLOYEES) BE LIABLE TO USER OR TO ANY THIRD
PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
EXEMPLARY OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS
OF PROFIT), IN CONNECTION WITH THE DATA SERVICES OR THE DATA
ARISING OUT OF THIS AGREEMENT. IN THE EVENT THAT SNIDER ADVISORS IS
NEVERTHELESS HELD LIABLE UNDER THIS AGREEMENT OR WITH RESPECT TO THE
SERVICES OR THE DATA, UNDER ANY THEORY OF LIABILITY WHETHER IN
CONTRACT OR TORT OR OTHERWISE, SNIDER ADVISORS CUMULATIVE LIABILITY
UNDER ANY LEGAL THEORY SHALL NOT EXCEED THE FEES RECEIVED BY SNIDER
ADVISORS UNDER THIS AGREEMENT FROM USER DURING THE SIX MONTH PERIOD
PRIOR TO THE DATE SUCH CLAIM IS MADE. SNIDER ADVISORS IS NOT A
BROKER AND IS NOT LIABLE FOR ANY INDEPENDENT ACT OR OMISSION OF
YOUR BROKER. NO LIABILITY TO SNIDER ADVISORS HEREUNDER SHALL
ATTACH INDIVIDUALLY TO ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES.
THE DATA SERVICES AND THE DATA ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, TO THE EXTENT PERMITTED
BY LAW, SNIDER ADVISORS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED
OR INCURRED BY USER OR ANY THIRD PERSON ARISING OUT OF ANY FAULTS,
INTERRUPTIONS OR DELAYS IN PROVIDING THE DATA OR THE SERVICES AND
ANY INACCURACIES, LACK OF TIMELINESS, ERRORS OR OMISSIONS IN THE
DATA OR THE DATA SERVICES OR THE RESULTS TO BE OBTAINED FROM USE OF
THE DATA AND THE DATA SERVICES. THERE ARE NO WARRANTIES,
CONDITIONS, GUARANTEES WHETHER EXPRESS OR IMPLIED IN LAW OR IN FACT,
ORAL OR IN WRITING WITH RESPECT TO THE SERVICES OR THE DATA. USER
HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATIONS
OR WARRANTY MADE BY SNIDER ADVISORS EXCEPT AS SPECIFICALLY SET
FORTH IN THIS AGREEMENT.
13. Confidentiality. Except as required by
applicable law, rule or regulation, both parties agree to treat
information provided in connection with this Agreement as
confidential.
14. Arbitration. Subject to the conditions
noted below and applicable law, in the event of any controversy,
dispute or claim arising out of or relating to this Agreement, both
parties agree to submit the dispute to arbitration before a single
arbitrator in accordance with the Commercial Rules of the American
Arbitration Association then in effect. The prevailing party
shall be entitled to reasonable attorneys' fees, costs and
expenses.
You understand this agreement to arbitrate does not constitute
a waiver of your right to seek a judicial forum where such
waiver would be void under applicable securities laws.
15. Notices. Any notice or other communication
required in connection with this Agreement will be deemed effective
upon receipt if confirmed by the other party or by an independent
third party. Delivery of any notice to you by electronic means
which can be confirmed will be deemed effective unless you have
notified us to send notices by nonelectronic means. We may rely
upon any such direction unless and until we have been advised in
writing of changes thereto.
16. Assignment . This Agreement
will bind and be for the benefit of the parties to the Agreement
and their successors and permitted assigns, except that this
Agreement may not be assigned (within the meaning of the Advisers
Act or applicable state securities laws) by either party without
the consent of the other party.
17. Entire Agreement. This Agreement and the
Exhibit A - Schedule of Fees annexed hereto, which Exhibit is
incorporated herein by reference and made a part hereof, constitute
the entire Agreement between the parties and supersedes all
understandings, agreements (oral and written), or representations
with respect to the subject matter hereof. This agreement may only
be amended, revised, or modified with Snider Advisors written
consent. Each party acknowledges that no representation,
inducement or condition not set forth herein has been made or
relied upon by either party.
18. Waiver . No failure by us
to exercise any right, power, or privilege that we may have under
this Agreement shall operate as a waiver thereof. Further, no
waiver of any deviation from, or breach of, this Agreement by you
shall be deemed to be a waiver of any subsequent deviation or
breach.
19. Severability. If any provision of this
Agreement is deemed to be invalid or unenforceable or is prohibited
by the laws of the state or jurisdiction where it is to be
performed, this Agreement shall be considered divisible as to such
provision and such provision shall be inoperative in such state or
jurisdiction. The remaining provisions of this Agreement shall be
valid and binding and of full force and effect as though such
provision was not included.
20. Force Majeure. Except for provisions of
this Agreement relating to payment and the protection of a
intellectual property rights, neither party shall be in default for
failure to perform any of its obligations under this Agreement
because of natural disaster, actions or decrees of governmental
bodies or communications line failure not the fault of the affected
party (hereinafter referred to as a "Force Majeure Event") or other
causes beyond the reasonable control of a party.
21. Governing Law, Venue and Jurisdiction. To
the extent not inconsistent with applicable federal law, this
Agreement and any dispute, disagreement, or issue of construction
or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or
performance shall be governed or interpreted according to the laws
of the state of residence of the clients without regard to choice of
law considerations except for the Section entitled Arbitration,
which shall be governed by the Federal Arbitration Act. Any
action, suit or proceeding arising out of, under or in connection
with this Agreement seeking an injunction or not otherwise submitted
to arbitration pursuant to this Agreement shall be brought and
determined in the appropriate federal or state court in the state
of residence of the clients. The parties hereby irrevocably and
unconditionally submit to the personal jurisdiction of such courts
and agree to take any and all future action necessary to submit to
the jurisdiction of such courts in any such suit, action or
proceeding arising out of or relating to this Agreement.
22. Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the
same instrument. The execution of this Agreement may be by actual
or facsimile signature.
23. Non-Exclusivity. You acknowledge that the
services provided to you under this Agreement are non-exclusive and
will be offered on a continuing basis to others.
24. Section or Paragraph Headings. Section
headings herein have been inserted for reference only and shall not
be deemed to limit or otherwise affect, in any matter, or be deemed
to interpret in whole or in part any of the terms or provisions of
this Agreement.
