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AGREEMENT

Terms of service

These Altafid Platform Terms and Conditions, together with the Order Form and Platform Access Agreement (and attachments thereto) to which these Terms and Conditions are attached, are collectively referred to as the “Agreement”.  These Terms and Conditions contain the general terms and conditions which apply to the provision of a license by Altafid to Client, and access by Client, to the Altafid Platform as contemplated under this Agreement and the services provided by Altafid related thereto. 

  1. DEFINITIONS.  Capitalized terms used but not otherwise defined in this Agreement shall have the following meanings: 
    1. Affiliates: means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person.
    2. Altafid IP: means any Intellectual Property Rights owned, licensed or otherwise controlled by Altafid, and includes all software, information, materials, documentation, processes and/or other Know-How embodied in the Altafid Platform.
    3. Altafid Platform: means Altafid’s proprietary financial technology digital platform, as updated and modified from time to time.
    4. Applicable Law: means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule or rule of common law, any governmental approval, concession, grant, directive, requirement or other governmental restriction, or any similar form of decision of, or determination by, any Governmental Authority.
    5. Client Data: means information and data communicated, processed, transmitted, stored on or entered into or through the Altafid Platform by or on behalf of Client, WA Client or Client Users.
    6. Governmental Authority: means any (a) national, federal, state, county, municipal, United States or foreign government or any entity exercising executive, legislative, judicial, regulatory, taxing, or administrative functions of or pertaining to government, (b) any self-regulatory or public international organization, (c) any agency, division, bureau, department, or other political subdivision of any government, entity or organization, or (d) any company, business, enterprise, or other entity owned, in whole or in part, or controlled by any governmental entity or organization.
    7. Intellectual Property Rights: means any all rights in patents, trademarks, trade names, domain names, copyrights (including rights in software), moral rights, rights in designs, Know-How, database rights, topography rights, utility models, trade secrets and all other intellectual property rights and forms of protection of a similar nature, licenses to such rights, in each case whether registered or pending registration, and rights to apply for any such rights, and confidential information (whether registered or unregistered) which qualify as legally protectable intellectual property rights in any jurisdiction in which Altafid does business; and registrations and applications for registration of patents and industrial designs in in any jurisdiction in which Altafid does business.
    8. Know-How: shall mean all knowledge, drawings, specifications, samples, models, instructions, algorithms, working methods, ideas, concepts, technology, applied development engineering data, reports, notes and all other technical or commercial information, data and documents of any kind.
    9. License Fee: means the annual license fee payable by Client under this Agreement, as set out in the Agreement.
    10. Person: means any individual, person, entity, general partnership, company, corporation, limited liability company, partnership, limited partnership, joint venture and the legal representatives of any such entity.
    11. Third Party Products: means any third party software, products, services, content or accompanying documentation provided by third parties in connection with the Altafid Platform.
  2. USE OF ALTAFID PLATFORM 
    1. Permitted Use. The Altafid Platform is a suite of technology tools specifically designed for use by financial advisors, and is designed to optimize operational efficiency and client satisfaction. Client will use the Altafid Platform solely to manage the assets of its wealth advisory clients (“WA Clients”). In no event will Client use the Altafid Platform, or permit the use of the Altafid Platform, to provide services to anyone other than its own WA Clients.
    2. Implementation. To facilitate the setup and implementation of the Altafid Platform, the Client Agrees as follows:
      1. Logo: The Client shall provide Altafid with their logo in a high-resolution digital as promptly as practicable after the execution of the Agreement.
      2. Client Data: The Client shall furnish Altafid with the necessary Client Data, including but not limited to client names, contact information, and account details, as promptly as practicable after the execution of the Agreement.
      3. Implementation Questionnaire: The Client agrees to complete and return the implementation questionnaire provided by Altafid as promptly as practicable after receipt of the questionnaire.
      4. Connection to Custodians and Broker Dealers: Altafid will require access to connect with the custodians and broker dealers utilized by the Client’s clients. The Client shall facilitate this connection and provide any necessary permissions or credentials as promptly as practicable after the execution of the Agreement.
      5. Connection to Other Third-Party Service Providers: If applicable, the Client shall assist Altafid in establishing connections with any other third-party service providers integral to the platform’s functionality. This includes, but is not limited to, financial planning tools, CRM, risk assessment software, or compliance solutions. The Client agrees to coordinate and provide necessary access or information as promptly as practicable after the execution of the Agreement.
      6. Additional Requirements: Altafid may request additional information or resources as needed to facilitate the set-up and configuration of the platform. The Client agrees to promptly fulfill these requests as promptly as practicable.
    Client acknowledges that timely delivery of the required materials and cooperation is essential for the successful and efficient implementation of the platform. Any delays in the delivery of requested items may impact the project timeline and deployment schedule. Therefore, Client commits to proactive communication and collaboration to ensure the smooth execution of the implementation process.

  3. ALTAFID OBLIGATIONS AND RIGHTS
    1. Platform Operation and Maintenance. Altafid is responsible for the operation, maintenance, and development of the Altafid Platform, including all aspects of architecture and hosting.
    2. Technical Support. Altafid shall provide technical support to Client during normal United States business hours via email, phone, or online chat for any issues related to the functionality or operation of the Altafid Platform.
    3. Training. Altafid shall provide initial training to Client’s designated personnel on how to effectively use the Altafid Platform. Additional training sessions may be provided upon request, subject to additional fees.
    4. Software Updates. Altafid may, from time to time, provide updates and enhancements to the Altafid Platform, including bug fixes, new features, and improvements, at no additional cost to Client.
    5. Data Security. Altafid shall maintain industry-standard security measures to protect the confidentiality, integrity, and availability of Client data stored or processed within the Altafid Platform.
    6. Third-Party Integration. Altafid may facilitate integration with third-party applications or services as requested by Client, subject to compatibility and technical feasibility. Altafid is not responsible for the malfunction or other failure of any third party application.
    7. Use of Data. Provider reserves the right to perform statistical analyses of Client’s and WA Client’s use of the Altafid Platform to, among other things, seek to optimize the performance of the Altafid Platform, and to ensure compliance with the terms of this Agreement. Client grants Altafid an irrevocable worldwide, perpetual, royalty-free license to use all Client Data for purposes of Altafid performing its obligations hereunder, as well as preparing and using Aggregated Data to use for various analytics. “Aggregated Data” means a compilation of data, including Client Data, that is derived from the access to or use of the Altafid Platform and that Altafid has de-identified to ensure that no Person or particular transaction can be identified.
  4. CLIENT OBLIGATIONS.  Client shall do each of the following in relation to its access to the Altafid Platform: 
    1. provide Altafid with all necessary co-operation and all necessary access to data, information, premises and infrastructure as may be reasonably required by Altafid in order for Altafid to provide Client access to the Altafid Platform;
    2. ensure that its personnel, and any WA Clients to whom Client provides access to the Altafid Platform and personnel of such WA Clients (“Client Users”) use the Altafid Platform in accordance with the terms and conditions set forth in this Agreement and be responsible for the breach of such terms and conditions by any Client Users; and
    3. comply with all Applicable Laws and Governmental Authorities.
    4. Client shall not, at any time:
      1. copy, or make derivative works based upon, the Altafid Platform or any portion thereof;
      2. assign, lease, distribute, sublicense, or otherwise make available the Altafid Platform to any third party;
      3. remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary right notices displayed or contained on/in the Altafid Platform;
      4. use the Altafid Platform to develop any service or product that is the same as, or substantially similar to, the Altafid Platform
      5. build a product using ideas, features, functions or graphics similar to those on, or embodied in, the Altafid Platform;
      6. use the Altafid Platform in any way that is unlawful, infringing, deceptive, harassing, or defamatory, or for any inappropriate purpose (as Altafid shall determine at its reasonable discretion);
      7. create internet links to, integrations with, frame or mirror on any other server, wireless device, or internet-based device, or otherwise create an interaction with the Altafid Platform other than as expressly approved by Altafid;
      8. publish, transmit, or link to any robot, spider, crawler, virus, malware, Trojan horse, spyware, or similar malicious code intended (or that has the potential) to damage, disrupt, compromise, or exploit the Altafid Platform;
      9. modify, alter, tamper with, adapt, arrange, translate, attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Altafid Platform;
      10. copy, or create any derivative works from, any ideas, features, functions or graphics of the Altafid Platform; and/or
      11. use the Altafid Platform, or any portion thereof, to (i) build a competitive product or service; or build a product using similar ideas, features, functions or graphics of the Altafid Platform.
  5. COMMERCIAL TERMS AND PAYMENT
    1. Fees. The fees payable by Client to Altafid for Client’s access to the Altafid Platform are set forth in Attachment A to the Order Form and Platform Access Agreement to which these Terms and Conditions are attached. Client is responsible for all costs associated with third party charges (e.g., internet service providers) incurred while Client is using the Altafid Platform. All fees and other charges are exclusive of, and Client will be responsible for paying, any sales, value-added or other similar taxes imposed by Applicable Law on the services provided by Altafid under this Agreement.
    2. Payment. All amounts due from Client to Altafid shall be paid in United States Dollars (USD) via a cash wire transfer to a bank account designated in writing by Altafid. Except as otherwise provided in this Agreement, all amounts invoiced under this Agreement shall be due and payable to Altafid within thirty (30) days after the invoice date.
    3. Late Payments. If any payment is not received by Altafid within thirty (30) days from the date of Altafid’s submission of an invoice or any other applicable payment date, then Client shall pay to Altafid interest on that sum effective from the due date to the date of actual payment at the monthly rate of one percent (1%). Such interest shall accrue on a daily basis and compound monthly. A delay in payment exceeding ninety (90) calendar days shall constitute a breach that gives rise to Altafid’s right to terminate this Agreement under Section 7.
    4. Records and Audit. Notwithstanding any separate invoicing and record keeping provided by Client in connection with the Altafid Platform, Client agrees to maintain complete and accurate records, in electronic or paper form, in a format that will permit audit. During the Term of this Agreement and for a period of three (3) years after final payment by Client under this Agreement, Altafid and its representatives shall have the right upon at least ten (10) business days’ written notice, once every twelve (12) calendar months and during the normal business hours of Client to access, inspect, and audit such records in order to verify compliance with the terms of the Agreement. In the event that such inspection reveals an underpayment or overpayment discrepancy in the amount of any category of fees due Altafid from what was actually paid, Client shall pay such underpayment discrepancy, or Altafid shall refund such overpayment discrepancy, as applicable, plus interest, calculated at the rate of 1.5% per month.
  6. INTELLECTUAL PROPERTY
    1. Altafid IP. Altafid owns, and will continue to own, all right, title and interest in and to the Altafid IP. Ownership of all Altafid IP remains vested in Altafid, including any modification, enhancement, improvement, update, upgrade or derivation to the Altafid IP, regardless of the source of such modification, enhancement or derivation. Nothing in this Agreement will be construed as granting Client any rights of any kind in any Altafid IP not required for access by Client to the Altafid Platform in accordance with the provisions of this Agreement. Other than as explicitly stated in this Agreement, no license, express or implied, in or to the Intellectual Property Rights of Altafid is granted to Client under this Agreement. Altafid shall own any suggestions for improvements or changes, ideas, feedback, error identifications, or other information related to the Altafid Platform or the use thereof provided, whether orally or in writing, by Client or any Client Users.
    2. License and Restrictions of Altafid IP. In exchange for the fees payable by Client under this Agreement, and subject to the other terms and conditions set out in this Agreement, Altafid hereby grants to Client a non-assignable, non-sublicensable, non-transferable, revocable and limited license to use the functionalities of the Altafid Platform indicated in this Agreement for the Term of this Agreement. Client expressly agrees and undertakes to Altafid that it shall not use, or permit the use of, the Altafid Platform except as expressly permitted by this Agreement.
  7. TERM AND TERMINATION
    1. Initial Term. This Agreement shall come into full force and effect for the initial term (the “Initial Term”) set forth on the first page of this Agreement, subject to earlier termination as provided in Section 7(b).
    2. Renewal Term. Following the Initial Term, this Agreement will automatically renew for additional successive terms of one (1) year (each, a “Renewal Term”) unless either Party gives notice of non-renewal at least ninety (90) days in advance of the end of the Initial Term or Renewal Term then in effect, subject to earlier termination as provided in Section 7(b). The Initial Term and Renewal Term(s) collectively shall be referred to as the “Term”.
    3. Termination Rights. Each Party (the “Non-Defaulting Party”) may, without prejudice to its other rights or remedies and at its complete discretion, terminate this Agreement by written notice (a “Termination Notice”) to be effective thirty (30) days following the submission of a Termination Notice to the other Party (the “Defaulting Party”) if any of the following conditions exist:
      1. Any step, process, application, filing in court, order, proceeding, notice, or appointment is taken or made by or in respect of the Defaulting Party for a moratorium, composition, compromise, or arrangement with its creditors, administration, liquidation, dissolution, or the Defaulting Party becomes insolvent or is deemed unable to pay its debts as they fall due, or anything analogous to the foregoing occurs in any applicable jurisdiction; or
      2. The Defaulting Party is in a material breach of its obligations under this Agreement (and for this purpose a material breach may be a single event, or a series of events taken together) and either (A) such breach is not capable of remedy; or (B) such breach is capable of remedy, and the Defaulting Party has failed to remedy that breach within thirty (30) calendar days after receiving written notice from the Non-Defaulting Party requiring it to do so.
  8. DATA PRIVACY AND SECURITY
    1. Client Data. As between Altafid and Client, Client owns all Client Data. Client hereby grants Altafid and its affiliates and any applicable third party providers the right and license to use, copy, store, and modify (“Use”) the Client Data to provide access to, operate and make use of, the Altafid Platform. Client shall ensure that (i) its privacy policy (and any other applicable policies) governing its information usage practices with respect to its clients’ information and data permits Altafid and such third party providers to access and Use the Client Data as necessary to provide access to, operate and make use of, the Altafid Platform and (ii) it has obtained consent from its clients to the extent required by Applicable Law for such Use.
    2. Data Handling. Altafid agrees to handle all Client Data in accordance with reasonable industry practices and Applicable Law. Altafid will have in effect at all times during the Term a reasonable privacy policy that applies with all Applicable Laws. As set forth in Section 9 below, Altafid is not acting as an investment adviser to Client or any WA Clients under this Agreement. Accordingly, Altafid is not subject to the obligations specified in Regulation S-P (17 CFR 248) (the “Regulation”) in connection with the Altafid Platform or the provision of any services hereunder.  Without limiting the foregoing, in the event that Altafid receives nonpublic personal information of consumers which is subject to the Regulation, Altafid’s use and disclosure of such information shall be limited solely to the extent required by the Agreement and Applicable Law.
    3. Data Breach Response. In the event of a data breach that affects Client Data, Altafid will promptly notify Client and cooperate fully in any investigation or remediation efforts. If you become aware of any unauthorized use of your account or any other security concerns, you agree to notify Altafid immediately at tech_support@altafid.com.
  9. STATUS OF ALTAFID; USE OF THIRD PARTIES.
    1. SaaS Provider. Altafid does not provide investment advice or make recommendations, and is not registered or licensed as an investment advisor or broker-dealer under any law or regulatory agency. Altafid sole relationship with the Client, and any WA Clients, under this Agreement is to make the Altafid Platform available
    2. Not a Custodian. Altafid does not assume physical custody of assets on behalf of Client or any Person. By signing this Agreement, Client grants permission for Altafid to retrieve data from the custodian of WA Clients. Altafid is not responsible for the completeness or correctness of the data provided by third parties. Altafid extends support for separately managed accounts (SMAs) and unified managed accounts (UMAs) with specific custodians, a list of whom can be obtained from Altafid. However, Altafid does not endorse any particular custodian to Client or WA Clients. Altafid does not dictate the choice of custodian for Client or any other Person. Client’s agreement with any custodian is entirely independent of Client’s agreement with Altafid.
    3. Third Party Products. Notwithstanding anything to the contrary in the Agreement, Clients access to and use of any Third Party Products in connection with the Altafid Platform shall be subject to, and Client shall and shall ensure that its Client Users comply with, the applicable third party terms and conditions for the use of such Third Party Products.
  10. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION
    1. EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY SUCH REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE ALTAFID PLATFORM OR THAT ACCESS TO OR USE OF THE ALTAFID PLATFORM OR THE OFFERINGS PROVIDED BY ALTAFID PARTNERS WILL BE ERROR-FREE OR UNINTERRUPTED.  WITHOUT LIMITING THE FOREGOING, ALTAFID HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES (I) AS TO THE ACCURACY, TIMELINESS, QUALITY, TRUTH, AVAILABILITY OR SUITABILITY OF ANY CONTENT PROVIDED TO CLIENT OR THE CLIENT USERS VIA THE ALTAFID PLATFORM OR THE OFFERINGS, (II) THAT ANY CONTENT PROVIDED BY ALTAFID VIA THE ALTAFID PLATFORM WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF CLIENT OR THE CLIENT USERS, OR (III) THAT THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT OR THE CLIENT USERS VIA THE ALTAFID PLATFORM WILL MEET THEIR EXPECTATIONS OR REQUIREMENTS
    2. THE ALTAFID PLATFORM AND ITS CONTENT ARE NOT OFFERED AS INVESTMENT ADVICE AND SHOULD NOT BE DEEMED AS INVESTMENT ADVICE OR A RECOMMENDATION TO PURCHASE OR SELL ANY SPECIFIC SECURITY. CLIENT AGREES AND ACKNOWLEDGES THAT ALTAFID PARTNERS IS NOT ACTING AS AN INVESTMENT ADVISER TO CLIENT OR THE CLIENT USERS UNDER THE AGREEMENT, AND ALTAFID IS IN NO WAY SERVING IN A FIDUCIARY CAPACITY TO CLIENT OR THE CLIENT USERS, AND CLIENT WILL NOT EXPRESSLY OR IMPLICITLY REPRESENT THAT ALTAFID IS ACTING IN THAT CAPACITY TO ANY THIRD PARTY, INCLUDING TO ANY CLIENT USERS.
    3. Except for Client’s obligations under Section 10(d), neither party shall be liable to the other for any indirect, incidental, consequential, punitive, or special damages, including but not limited to lost profits, lost revenue, or loss of data, arising out of or in connection with this Agreement, regardless of the foreseeability of such damages.
    4. Client shall indemnify, defend and hold harmless Altafid, its affiliates, and their respective officers, directors and employees (the “Altafid Indemnitees”) from and against any claims, losses, liabilities, damages or expenses resulting from or arising out of (a) any claim by or on behalf of a Client User; (b) for which any Altafid Indemnitee, as a result of any act, omissions or breach of the Agreement by Client or any Client Users, may be required to indemnify, defend or hold harmless any third party, including any claim by or on behalf of any third party which is brought against any Altafid Indemnitee arising out of any improper use of any Third Party Products or any infringement of any third party’s rights with respect to Client’s or any Client User’s use, copying, modification, distribution, display or other activity relating to any Third Party Products; (c) any act or omission of Client or any Client User (including any trade error corrections or corrective portfolio reallocations); (d) arising from use by Client or any Client User of the Altafid Platform (or any component thereof) or any Third Party Products in violation of this Agreement, the applicable Third Party Product terms, or Applicable Laws; (e) arising out of a breach by Client or any Client User of Section 11; or (f) relating to gross negligence or intentional misconduct by Client or the Client Users.
    5. The provisions of this Section 10 shall survive any termination or expiration of this Agreement.  
  11. CONFIDENTIALITY.
    1. General Obligations. Client shall not use or disclose Confidential Information of, or obtained from, Altafid (in any form) to or for the benefit of Client or any other person or entity without Altafid’s prior written consent, and shall hold any such Confidential Information as confidential and shall use the same level of care to maintain the confidentiality and to prevent the unauthorized use or disclosure of such Confidential Information as it employs to maintain the confidentiality and to prevent unauthorized use or disclosure of its own information of a similar nature, but in no event less than a reasonable standard of care.
    2. “Confidential Information” shall include all non-public or proprietary information which at the time of disclosure either (i) is marked as “Confidential” or “Proprietary”, (ii) is otherwise reasonably identifiable as the confidential or proprietary information of Altafid, or (iii) should reasonably be understood to be confidential or proprietary information of Altafid given the nature of the information and the circumstances surrounding its disclosure; but shall not include information that is (a) in the public domain through no fault of Client or any Client User; (b) obtained independently from a third party without an obligation of confidentiality to Altafid and without breach of this Agreement; or (c) independently developed by the Client without reference to the Confidential Information of Altafid. For the avoidance of doubt, the Altafid Platform (and the content thereon) shall be deemed to be Confidential Information of Altafid.
    3. Survival. For Confidential Information that does not constitute “trade secrets” under Applicable Law, the confidentiality obligations in this Section 11 will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under Applicable Law, the confidentiality obligations in this Section 11 will continue until such information ceases to constitute a “trade secret” under such Applicable Law.
  12. OTHER PROVISIONS
    1. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by any event or circumstance beyond its reasonable control, including acts of God, war, insurrection, strikes, lock-outs, industrial action, fire, flood, storm, tempest, explosion, natural disaster, governmental actions or regulations.
    2. No Assignment. Client may not assign, transfer, sublicense, or otherwise dispose of, whether voluntarily or involuntarily, any or all of its rights or obligations under this Agreement without the prior written consent of Altafid, which consent shall not be unreasonably withheld or delayed.
    3. Entire Agreement; Amendments. This Agreement, including the Order Form and Platform Access Agreement to which these Terms and Conditions are attached and the Appendix 1 attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
    4. Use of Client Name. Client hereby grants to Altafid a non-exclusive and non-transferable license to use Client’s name, and any trademarks that include Client’s name, solely for promoting Altafid in proposals, marketing collateral, marketing events and other external communications, forums and activities.>
    5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provisions.
    6. Dispute Resolution. The Parties will use all reasonable efforts and negotiate in good faith to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement. If the parties are unable, notwithstanding such good faith negotiation, to settle the matter in controversy, the parties may submit such unresolved disputes to binding arbitration. The parties agree that any such dispute will be settled exclusively by binding arbitration in accordance with the then current commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted by one arbitrator appointed by mutual agreement of the parties or, failing such agreement, in accordance with the AAA rules. The arbitration shall be conducted in the English language. Any arbitration will take place in Minneapolis, MN, USA. The foregoing does not limit the rights to terminate hereunder or the right to seek equitable relief.
    7. Severability. If any provision of this Agreement is determined by any court or other competent authority to be invalid, unlawful, or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by Applicable Law.