TERMS OF USE

HedgeCoVest LLC/Smart X (the “Company”), a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, provides this website (the “Site”) for informational purposes only.  No part of the information on the Site may be redistributed, copied or reproduced in any form without our prior written consent.  Access to the Site is subject to these Terms of Use and all applicable laws.  By accessing the Site, you agree to these Terms of Use.  You acknowledge that this Site is not intended for persons under the age of 18, and you confirm that you are at least 18 years of age and are competent to enter into the agreement created by these Terms of Use.

There are portions of this Site that we make available to visitors in the general public without registering, and you may visit or browse those portions without charge; provided, however, you comply with these Terms of Use.  There are other portions of this Site that we make available only to persons who register to use this Site as hereinafter provided and who enter into other agreements with the Company, including an Investment Management Agreement.

 

  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 (“Model 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 Model Managers and have access to information regarding Model Managers’ current portfolio holdings and trading records (“Models”) and additional content which Model Managers may provide, such as their investment strategies, profiles and portfolio market reports and analyses (collectively, along with the Models, “Model 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.

 

  1. REGISTRATION

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.

 

  1. NOTICES AND COMMUNICATIONS

You acknowledge that, by accepting the Terms of Use, you consent to receive notice by means of email to your email address on record with the Company, or by means of written communication sent through first class mail to your mailing address on record with the Company.  You confirm that your computer satisfies the hardware and software requirements for receiving, displaying and storing e-mail transmissions.  Notice shall be deemed given when sent by email or one day following the sending of notice by first class mail.

 

  1. LIMITATIONS OF INFORMATION PROVIDED

You acknowledge and agree that any and all Model Manager Content available, displayed on, posted to, transmitted or distributed through the Site by the Company or its Model Managers is the sole responsibility of the Model Manager from which such Model Manager Content originated and is viewed and used by you at your own risk.  Such Model 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 Model 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 Model 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 Model 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.

 

  1. GRANT OF LICENSE

Your right to use this Site constitutes a license.  You are provided with a limited, revocable, nonexclusive, nontransferable license to this Site conditioned on your continued compliance with the Terms of Use herein.  You may view, download and print information and materials on this Site for your personal and internal business use provided that all hard copies contain all copyrights, trademarks and other applicable intellectual property and proprietary marks and notices.  You will not, and will not permit anyone else, to (a) store, copy, modify, distribute or resell any of the information on the Site or compile or collect any information as part of a database or other work; (b) use any automated tool (e.g., robots or spiders) to use the Site or store, copy, modify, distribute or resell any information; (c) rent, lease or sub-license your access to the Site to any other person; (d) use the Site or any information on the Site for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules or security features of the Site; (f) use the Site in a manner that threatens its integrity, performance or availability; (g) remove, alter or obscure any proprietary notices (including copyright notices) on any portion of the Site or the information on the Site; (h) use the Site in any manner that could damage, disable, impair or interfere with any other person’s use of the Site; or (i) attempt to obtain or obtain any Model Manager Content through any means not intentionally made available to you through the Site.  You shall not use this Site at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international statutes, rules, regulations, ordinances, decrees, laws, codes, orders, regulations, or treaties (“Laws”) when using this Site.

 

  1. INTELLECTUAL PROPERTY RIGHTS

The Company, its logos and other trademarks, copyrights, patents and all other intellectual property rights (“Intellectual Property”) included or displayed on the Site that identify Company Services and products are owned by the Company.  Copyright in the pages and in the screens of the Site, the design, layout and compilation of the Site is proprietary material owned by the Company unless otherwise indicated in these Terms of Use.  The unauthorized use or misappropriation of any Intellectual Property on the Site may violate numerous Laws, including, but not limited to, copyright, trademark, trade secret or patent Laws.

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.

 

  1. PRIVACY

In the course of your use of the Site, you will be asked to provide certain information to us, and we may collect certain information about you.  Our use of information you provide or otherwise collected by us through the Site are governed by our Privacy Policy.  We urge you to read our Privacy Policy.

 

  1. 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.

 

  1. 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:

 

  1. 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;
  1. Content that is illegal or advocates or intentionally enables illegal activity;
  1. Content that may harm or harms a minor in any way;
  1. 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;
  1. 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;
  1. 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;
  1. 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;
  1. 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;
  1. Content that is intended to or may be deemed to harass, stalk or threaten another person or entity; and
  1. 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:

  1. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Site;
  1. 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;
  1. 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;
  1. Collect or store personally identifiable information about other users of the Site; or
  1. 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.

(C)  The Company reserves the right at all times to disclose any information that the Company deems necessary to satisfy any applicable Law, legal process or other governmental request, to operate the Site properly and to protect ourselves and/or our users or that we determine, in our sole discretion, is unacceptable, undesirable, inappropriate or in violation of these Terms of Use.

 

  1. NATURE OF MANAGER CONTENT

The Company compiles Model Manager Content provided to it by the Model Managers.  The Company has no obligation to verify, monitor, screen, remove, edit, update or keep current the Model Manager Content on the Site.  However, the Company reserves the right to review or screen Model Manager Content posted to the Site and to remove, edit or refuse to post any Model Manager Content.

 

  1. LINKS TO THIRD PARTY SITES

This Site may contain links to websites controlled or offered by third parties.  The Company hereby disclaims all liability for any and all data, information, materials, products or services posted or offered at any of the third party sites linked to this Site (“Linked Sites”).  The Linked Sites and links to same are provided merely as a convenience, and the Company shall not be responsible or liable, directly or indirectly, for any loss, damage, claims, costs and expenses caused or alleged to be caused by or in connection with access to, use of or reliance on a Linked Site.  By having a Linked Site, the Company does not recommend, sponsor or endorse any content, opinions, advice, products or services offered or posted at that Linked Site.  You agree that the Company is not responsible for the availability or reliability of such Linked Sites or for the quality of any products or services available or advertised on such Linked Sites. You hereby acknowledge that the Company shall not be responsible for the accuracy, reliability, completeness, truthfulness, copyright or trademark compliance, legality or decency of content contained in a Linked Site nor any link contained in a Linked Site.  You are solely responsible for viewing and following the terms of use and privacy statements at the Linked Sites.

 

  1. 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.

 

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR MODEL 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 MODEL 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.

 

  1. INDEMNIFICATION

You agree to indemnify and hold harmless the Company, its directors, officers, shareholders, partners, affiliates, agents, representatives, predecessors, successors and assigns, agents, Model Managers and other information providers, from and against any and all claims, demands, proceedings, damages, liabilities, costs, losses, expenses, penalties and interest, including, without limitation, reasonable attorney’s fees, in any way arising from or in connection with your improper use or access to the Site, your violation of the Terms of Use, your improper act or omission or the posting or transmission of any content, message or other materials on or through the Site by you, including, but not limited to, any third party claim that such content (or any part thereof) infringes any copyright, trademark, trade name, trade secret or patent right of a third party, defames or invades any right of publicity or privacy or otherwise infringes any other proprietary right.

 

  1. NO JOINT VENTURE

No joint venture, partnership, shareholder, employment or agency relationship exists between the Company and you as a result of agreeing to these Terms of Use or use of the Site.

 

  1. 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.

 

  1. TERMINATION

The Company reserves the right to, and may, terminate or suspend your access to, and use of, the Site at any time, in whole or in part, without notice, if the Company believes that you have violated, or acted inconsistently with the spirit of, these Terms of Use or for any other reason in its sole discretion.  The Company may, in its sole discretion and without notice to you, terminate, change, suspend or discontinue, in whole or in part, any feature or other aspect of the site.

 

  1. SEVERABILITY

If any provision of these Terms of Use or the Privacy Policy shall be held invalid or unenforceable to any extent, the remainder of these Terms of Use and the Privacy Policy shall not be affected and shall be enforced to the extent permitted by Law.

 

  1. GOVERNING LAW

All applicable federal laws of the United States or America and the laws of the State of Florida shall govern use of the Site and these Terms of Use.  You and the Company agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in the State of Florida for the purposes of any suit, action or other proceeding relating to use of the Site or these Terms of Use.

You agree that, regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

The Company may assign or delegate our duties under this Agreement either in whole or in part, at any time, at our sole discretion and without your consent.  You may not assign or otherwise transfer any of your rights or obligations under these Terms of Use without the Company’s express written consent.

 

  1. SURVIVAL

Provisions of these Terms of Use which, by their nature, are intended to survive, will survive any termination of your use of the Site, including, without limitation, Sections 3-7, 9-14 and 19-21.

 

  1. ENTIRE AGREEMENT

These Terms of Use, along with the Privacy Policy, represent the entire agreement between the Company and you with respect to the use of the Site, and these Terms of Use supersede any and all previous agreements, representations, warranties, statements, promises and understandings, whether oral, written or by electronic means.

Effective Date:  January, 2017

© HedgeCoVest, LLC 2014  All Rights Reserved