1. ACCOUNT MANAGEMENT SERVICES
2. ACCOUNT REQUIREMENTS.
3. CLIENT INFORMATION
4. FUNDING THE ACCOUNT.
6. FEES AND EXPENSES.
7. CUSTODY OF ASSETS AND ACCOUNT STATEMENTS.
8. BROKERAGE AND TRANSACTION EXECUTION.
9. PROXIES AND CORPORATE LEGAL ACTIONS.
10. DELIVERY OF BROCHURE AND RELATIONSHIP SUMMARY.
11. CONFIDENTIALITY, PRIVACY, AND TRUSTED CONTACT.
12. ACKNOWLEDGEMENTS, REPRESENTATIONS AND COVENANTS.
Limitation of Liability. You understand that, except as otherwise provided by law, neither we nor any (a) of our officers, partners or directors (or persons performing similar functions); (b) of our employees and representatives; or (c) persons directly or indirectly controlling us or controlled by us (as defined in the Advisers Act) (together, our “Affiliates”); or (e) any of our agents, including any service providers, (together with our Affiliates, the “Indemnified Persons”) will be liable for (i) any obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages and expenses, including but not limited to attorneys’ fees, expenses and court costs (“Losses”) paid, suffered, incurred or arising from the Services or any investment decision made or other action taken or not taken in good faith by us with the degree of care, skill, prudence and diligence that a person acting in a fiduciary capacity would use under the circumstances; (ii) any Losses arising from adhering to your written or oral instructions; or (iii) any act or failure to act by Custodian or any other third party; or (iv) any loss arising from any services provided to Client prior to the execution of this Agreement by any person or entity who at the time of the provision of such services was not an Indemnified Person; (v) the loss or failure or delay in performance of any obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond Borderless’ reasonable control, including acts of God, earthquakes, fires, floods, wars, terrorism, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utility, telecommunications, computer software or hardware, transportation or communication service, accidents, labor disputes, acts of civil or military authority, governmental, regulatory authority or securities exchanges actions, the inability to obtain labor, material, equipment, or transportation and a custodian refusing to act on Borderless’ instructions; or (vi) any loss that Client may suffer for any reason whatsoever that is outside the Investment Account or the relationship between the parties; or (vii) any failures arising out of the use of the Borderless Platform. If the assets we are managing in your Investment Account under this Agreement are only a portion of your total assets, we will not be responsible for (a) any of your assets that we are not managing under this Agreement; or (b) diversifying all of your assets. For the avoidance of doubt, this Agreement only pertains to Borderless’ discretionary advisory services as previously described. In addition, Borderless shall have no liability for Client’s failure to promptly inform Borderless of changes in Client’s financial and/or economic situation, Client’s investment objectives, or any restrictions Client wishes to impose that may affect the management of the assets in the Investment Account, as applicable. Nothing in this Agreement will waive or limit any rights that you may have under federal and state securities laws for the advisory services you receive under this Agreement.
13. TERM AND TERMINATION.
14. LEGAL CAPACITY.
15. ENTIRE AGREEMENT AND AMENDMENTS.
16. NOTICES AND COMMUNICATIONS.
18. ASSIGNMENT OF AGREEMENT.
20. GOVERNING LAW
21. ARBITRATION AGREEMENT.
22. ELECTRONIC DELIVERY OF DOCUMENTS.
23. ELECTRONIC SIGNATURES.