Adaptive Investment Solutions LLC Subscription Agreement for Financial Advisors
The terms of this subscription agreement apply to your use of Adaptive Investment Solutions LLC (‘we”, “our”, “us” or “Adaptive”) website, products and services. You accept these terms when you click the “I Agree” icon below, when you use Adaptive products or services, or when you continue to use Adaptive products and services after an update of these terms by Adaptive.
1. Representations and Agreements. You represent that you are a registered investment advisor, work directly for a registered investment advisor, or are an advisory or investment firm that employs registered investment advisors. When providing investment advisory services or investment advice to your clients you agree to comply with the U.S. Federal Investment Advisors Act of 1940 and all other applicable laws and regulations in any other jurisdiction (individually and collectively the “Act”). You agree that Adaptive is not an investment advisor as defined by the Act or any other similar law or regulation in any jurisdiction and you agree not to represent to others that Adaptive is an investment advisor. You agree that you are solely responsible for compliance and suitability with your own clients.
2. Subscribers and Authorized Users. You may subscribe only if you are an independent registered investment advisor, or an advisory or investment firm that employs registered investment advisors. You may purchase subscriptions for your employees that are registered investment advisors and employees that work directly for registered investment advisors. You are the “Subscriber” if you pay the relevant subscription fee(s). All persons for whom a subscription has been purchased is an Authorized User. A separate subscription fee is required for each Authorized User. Whether you are a Subscriber or an Authorized User you agree to the terms of this subscription agreement.
3. Subscription. This subscription is for your use for a period of one year beginning on the date the Subscriber enters payment information on Adaptive’s payment page and you accept these subscription terms (the “Effective Date”). Adaptive will provision a login for each Authorized User to the Adaptive website and use the Adaptive Database. Continued use of this subscription requires timely payment of all applicable fees. This subscription will renew automatically on its anniversary date unless the Subscriber notifies us 30 days before the anniversary date that renewal is not desired. This subscription may not be assigned or transferred. If you or the Subscriber violate any of the subscription terms the subscription automatically terminates. In the initial year of the subscription only, Subscriber may cancel this subscription agreement within the first 14 days from the Effective Date for any reason. No payment will be processed upon cancellation.
4. Payment. You may choose one of several annual subscription pricing plans that are described on our website. You have the option to pay the annual subscription fee once annually or in 12 monthly installments. Initial payment is due within 14 days after the Effective Date. Payments may be made by Credit Card, Debit Card and ACH Transfers through online payment processing software that we provide.
5. Clients. In this agreement, a Client is:
- an individual investor who has, or who has expressed interest in establishing, a financial account with the Subscriber;
- an individual who serves as trustee of a trust which has, or has expressed interest in establishing, a financial account with the Subscriber.
A Client is not:
- a collection of individuals;
- the group of stakeholders of an entity which a Client represents (e.g. a trust or pension fund);
- another financial professional.
6. Adaptive Product. The Adaptive Product means the software, website, web pages, data, analysis, and any information generally accessible through a website that we host, such as Adaptive-Investments.com. This includes, without limitation, the Adaptive database, the content, format, and organization of our web pages, calculations, global securities data, risk data, risk attributes and filters, Adaptive proprietary algorithms, Adaptive proprietary reporting capabilities and other Adaptive intellectual property.
7. Default . In the event of a default of either party, the defaulting party shall be given a notice and an opportunity to cure within 10 business days. In the event of a Subscriber or Authorized User breach that is not cured within 10 days, we have the right to immediately terminate the subscription.
8. Cancellation, Non-Renewal, & Termination. Adaptive may terminate the subscription under the terms of the paragraph captioned “Default”.Upon termination, Adaptive shall not be obligated to refund any payment.Our intellectual property rights survive cancellation, non-renewal, and termination of this Agreement.
9. Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, war, epidemics & pandemics, stock market panics, acts of terrorism, and acts of governmental authorities, our intellectual property rights shall survive, and parties shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
10. Limited Term License. We grant you a non-exclusive, non-transferable limited term license to access and use the Adaptive Product. The term of this license is co-terminus with the term of the subscription agreement. No other rights are granted. All other rights are reserved by Adaptive.
a. Permitted Internal Use. Only Authorized Users may use the Product, and may disclose Adaptive Output to other Authorized Users only.
i. Authorized Users may generate reports, spreadsheets, graphs, charts, documents, and other materials, whether in printed, electronic or any other form, that contain copies of part of the Product (collectively “Adaptive Output”);
ii. Authorized Users may use information from the Adaptive product as part of a research process for the services provided to Clients;
iii. Adaptive retains all intellectual property rights and complete ownership of all Adaptive Output generated from the Adaptive Product and all data exported from the Product by Authorized Users; and
iv. Neither Adaptive Output nor exported data shall be copied or distributed to anyone besides other Authorized Users except as set forth in the paragraph captioned “Exception for External Use with Clients”.
b. Exception for External Use with Clients. Authorized Users may use the Product to generate Stake Output for External Use under the following conditions:
i. External distribution is limited to Clients;
ii. Adaptive Output may only be used only for providing information and recommendations related to Clients’ current and future investments and is used to satisfy Client’s investing objectives;
iii. Adaptive Output must be combined with Authorized User’s independent recommendations and information that is not derived from Stake Output and must be a subset of a presentation to the Client; and
iv. You may only distribute Adaptive Output that has been marked “For Client Use,” such as reports.
c. Restriction on Use and Prohibited Use. The Adaptive Product is licensed, not sold, and Adaptive reserves all rights to the Adaptive Product not expressly granted by Adaptive, whether by implication, estoppel, or otherwise. Under this license you may not:
i. Use information from the Adaptive Product as the basis for any derivative product (including, without limitation, constructing, modifying, or maintaining any index or passively managed investment products) without the express written consent of Adaptive;
ii. Use Adaptive Output or any portion in a mass mailing, website, social media post, or other form of widespread distribution;
iii. Include substantially similar Adaptive Output in information or recommendations to more than twenty-five (25) Clients;
iv. Generate Adaptive Output that consists of a substantial portion of the Adaptive database;
v. Copy, replicate, or reverse engineer entire Adaptive database or any substantial portion thereof or distribute the entire database to anyone internally or externally;
vi. Disclose exported data to any non-Authorized User, except as permitted in this Agreement;
vii. Use information from the Adaptive Product to create a standalone database or competing product;
viii. Circumvent or bypass any protection measures relating to the Product;
ix. Reverse-engineer, decompile, translate, disassemble or separate the components of the Product (including without limitation viewing or otherwise obtaining HTML source code), or as specified by law; and
x. Sublicense, rent, sell or lease the Product or any part thereof.
11. Ownership. The Subscriber and Authorized Users acknowledge and agree that:
a. the Adaptive Product, in whole or in part, including without limitation any modifications, enhancements, and updates, is owned by Adaptive and/or its third party content providers as applicable;
b. the Adaptive Product shall be treated as any other copyrighted material, protected by United States Copyright Law and International Treaty provisions;
c. the Proprietary Information contains valuable copyrighted and proprietary material of Adaptive;
d. the Proprietary Information is licensed, rather than sold, to Subscribers pursuant to this subscription agreement; and
e. Subscribers and Authorized Users have no rights in the Proprietary Information, other than the rights and licenses granted within this subscription agreement.
f. Adaptive may disclose additional information in the form of upgrades, documentation or other support. Subscribers and Authorized Users agree that such information shall also be deemed Proprietary Information.
g. Subscribers and Authorized Users acknowledge and agree that Adaptive shall have the unrestricted right to aggregate anonymized Product usage data, Adaptive Output, and Authorized User or Subscriber data for statistical and analytical purposes including, but not limited to, market trends, data analytics, aggregated report preparation, website performance analytics, within the scope of relevant privacy laws and regulations.
h. Nothing in this Agreement shall be construed to prohibit Adaptive, as part of and in the ordinary course of its business, from making commercially available, and from otherwise distributing (orally, in writing, electronically through the internet or otherwise) such aggregated data.
i. Authorized Users and Subscribers shall have no right or title to, or any proprietary right in, any aggregated data.
12. Compliance. You are solely responsible for obtaining appropriate regulatory approval of any output of the Product you generate to the extent necessary.
13. No Investment Advice. You acknowledge that we do not provide investment advice, and that nothing within the Product constitutes investment advice (as deemed by law in any applicable jurisdiction). You acknowledge that Adaptive does not recommend that any financial product be bought, held, or sold, and that nothing within the Adaptive Product shall be considered an offer to buy or sell securities, and that nothing within the Adaptive Product is an inducement or invitation to engage in any investment activity.
15. Security. You agree that you will not:
a. Attack our Website or repurpose our Website for other ends;
b. Use, display, mirror or frame the Product or any individual element within the Product, our name, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
c. Access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers;
d. Attempt to probe, scan or test the vulnerability of any our systems or networks or breach any security or authentication measures;
e. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Product;
f. Attempt to access or search the Product or download content from the Product through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers;
g. Post any material that contains a virus or other harmful component;
h. Use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URL or product name without our express written consent;
i. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Product;
j. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Product to send altered, deceptive or false source-identifying information; and
k. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, ooding, spamming, or mail-bombing the Product.
16. Product Availability. While we make every effort to maintain uptime of our website and/or availability of our services, our efforts are limited by the availability of our suppliers. We make no warranty or guarantee of the reliability of our website and/or any other services and disclaim any and all liability for harm that may result from unavailability of our website and/or services during any particular period of time. Adaptive reserves the right, in its sole discretion, without any obligation and without any notice requirement and for any reason, to change, improve or correct the information and materials on this web site and to suspend and/or deny access to this web site or portions thereof for scheduled or unscheduled maintenance, upgrades, improvements, corrections or otherwise.
17. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. ADAPTIVE’S SOLE LIABILITY FOR PROVEN DIRECT DAMAGES IS LIMITED TO THE FIRST YEAR PRICE FOR THE SUBSCRIPTION ARRANGEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS OR AMOUNTS ARISING FROM OR RELATED TO SUBSCRIBERS’ AND AUTHORIZED USERS’ INFRINGEMENT OF ADAPTIVE’S INTELLECTUAL PROPERTY.
18. Indemnification. You agree to defend, indemnify and hold harmless Adaptive, its of cers and directors, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or their partners, and any of their successors or assigns, and any of their respective of cers, directors, agents or employees (the “Released Parties”) from any loss, damages, liabilities, costs, expenses, including reasonable attorney fees, claims and proceedings arising out of or relating to: (a) your use of the Product; and (b) any alleged breach of the this subscription agreement by you.
19. DISCLAIMER OF WARRANTY. THE ADAPTIVE PRODUCT IS PROVIDED “AS IS” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH SUBSCRIBER AND AUTHORIZED USERS. BECAUSE OF THE NATURE OF THE INTERNET, THE PRODUCT MAY NOT BE AVAILABLE WHEN NEEDED. INFORMATION TRANSMITTED OVER THE INTERNET MAY BE SUBJECT TO THIRD PARTY INTERCEPTION AND MODIFICATION. ADAPTIVE DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER ADAPTIVE NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY,CORRECTNESS, COMPLETENESS, OR TIMELINESS OF THE PRODUCT OR ANY INFORMATION CONTAINED IN OR DERIVED FROM THE PRODUCT. NEITHER ADAPTIVE NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR ANY LOSS, COST, CLAIM OR DAMAGE BASED UPON ANY INVESTMENT DECISION ARISING FROM OR RELATED TO THE USE OF THE PRODUCT OR THE INFORMATION CONTAINED THEREIN. ADAPTIVE SHALL NOT BE CONSIDERED AN “EXPERT” UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PRODUCT IS USED. ANY RESEARCH PROVIDED SHOULD NOT BE CONSTRUED AS A SOLICITATION, ENDORSEMENT OR RECOMMENDATION TO BUY OR SELL A SECURITY. THE ADAPTIVE PRODUCT IS FOR YOUR EDUCATION ONLY. ADAPTIVE DOES NOT WARRANT THAT THIS PRODUCT COMPLIES WITH THE SECURITIES LAWS OF ANY JURISDICTION OR WITH THE REQUIREMENTS OF FINRA OR OTHER SIMILAR REGULATORY BODY IN ANY JURISDICTION IN WHICH THE PRODUCT IS USED. SUBSCRIBERS AND AUTHORIZED USERS ACKNOWLEDGE FOR THEMSELVES AND ANY CLIENTS THAT CERTAIN INFORMATION AND DATA WITHIN THE PRODUCT ARE DERIVED FROM VARIOUS THIRD PARTY SOURCES AND THAT ANY STATEMENTS, COMPILATIONS OR DERIVATIONS THEREOF CONTAINED IN OR EFFECTED THROUGH THE PRODUCT MAY BE OF A SUBJECTIVE NATURE.
20. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with and subject to the laws of the State of Delaware, without regard for its conflict of laws provisions.
21. Entire Agreement. This Agreement is the entire agreement between the parties.