Client Agreement

You (the “Client”) and Croudify, a California LLC (KITE LLC DBA Croudify) (“Croudify”), agree to enter into a platform usage relationship which will allow Croudify to access  your direct lending account.    This Agreement is effective as of the first day such an account is opened.  In consideration of the  mutual covenants herein, Client and Croudify agree as follows:

I.            Services

Client retains Croudify to issue trading instructions and to manage a securities account established and owned by Client at the direct lending platform (the “platform”).   Croudify shall manage the Account by issuing trading instructions to platform to cause such Account to purchase and sell notes & loans pursuant to the client specific action. Croudify will not have any duty or obligation to advise or take any action on behalf of Client in any legal proceedings, including bankruptcies or class actions, involving Securities held in or formerly held in the Account or the issuers of Securities.

 

Notwithstanding anything in this Agreement to the contrary, Croudify shall have no authority hereunder to take or have possession of any assets in the Account or to direct delivery of any Securities or payment of any funds held in that Account to itself or to direct any disposition of such Securities or funds.

 

II.            Representations and Warranties

 

  • Client represents and warrants to Croudify and agrees with Croudify as follows:

 

  1. Client has the requisite legal capacity, authority and power to execute, deliver and perform his or her obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms.   Client’s execution of this Agreement and the performance of his or her obligations hereunder do not conflict with or violate any obligations by which Client is bound, whether arising by contract, operation of law or otherwise. If the Client is an entity, the trustee, agent, representative or nominee (the “Client Representative”) executing this Agreement on behalf of Client has the requisite legal capacity, authority and power to execute, deliver and perform such execution and the obligations under this Agreement as applicable. Specifically, if the Client is a corporation or partnership, the individual signing this Agreement has been authorized to execute this Agreement by appropriate corporate or partnership action, and if this Agreement is entered into by a trustee or fiduciary, the trustee or fiduciary has authority to enter into this Agreement and that the services described herein are authorized under the trust or law.  Client will deliver to Croudify evidence of Client’s and Client Representative’s authority on Croudify’s request and will promptly notify Croudify of any change in such authority, including but not limited to an amendment to Client’s organizational, delegation or formation documents that changes the information Client provides to Croudify on opening the Account.

 

 

  1. Client will provide Croudify with accurate information about Client’s identity, background, net worth, investing timeframe and other risk considerations in the Investment Profile and will promptly update that information as Client’s circumstances change.

 

 

  • Client understands and agrees that (A) Croudify does not guarantee the performance of the Account, is not responsible to Client for any investment losses, and the Account is not insured against loss of income or principal; (B) there are significant risks associated with investing in Securities, including, but not limited to, the risk that the Account could suffer substantial diminution in value, and this risk applies even when  the  Account  is  linked with croudify platform;  (C)  the  past  performance  of  any note or loan or other Security does not indicate its future performance, and future transactions will be made in different Securities and different economic environments; and (D) Croudify will cause the Account to invest in Securities in essentially the proportions set forth by the client in the portfolio, and provide only the specific reviews and restrictions described in this Agreement, and will not otherwise review or control such Account.  There are significant risks associated with any investment program.

 

  1. Client understands and agrees that Croudify’s sole obligation hereunder or otherwise is to manage the Account in accordance with the portfolio designated by Client, and Client has not engaged Croudify to provide any individual financial planning services, notwithstanding any duty or obligation Client Representative may have to an entity Client. Client understands and agrees that Croudify is not responsible for any losses in an Account.

 

  1. Client understands and agrees that the Account will be managed solely by issuing trading instructions to lending platform based on client action. An Account’s transactions may be executed by the lending platform at approximately the same time as other client accounts managed by Croudify in accordance with other Clients instructions.

 

  • Client understands and agrees that Croudify is not responsible to Client for any failures, delays and/or interruptions in the timely or proper execution of trades or any other orders placed by Croudify on behalf of Client due to any or all of the following, which are likely to happen from time to time: (A) any kind of interruption of the services provided by marketplace or Croudify’s ability to communicate with marketplace; (B) hardware or software malfunction, failure or unavailability; (C) marketplace system outages; (D) internet service failure or unavailability; (E) the actions of any governmental, judicial or regulatory body; and/or (F) force majeure.

 

  1. Client understands and agrees that an Account’s composition and performance may be different for a variety of reasons from those selected by a Client. These differences can arise each time the portfolio is adjusted or rebalanced, including, but not limited to, the following instances: (A) when the Account is established and the initial Securities positions are established; (B) when Client contributes additional capital to such Account; (C) when Client revises his/her portfolio composition and causes Croudify to revise the existing Portfolio; (D) any time Croudify adjusts its trading algorithm by which the composition of the Account is maintained as specified for the Portfolio.

 

  1. Client understands and agrees that the prices of Securities purchased or sold for the Account may be less favorable than the prices in similar transactions for other Croudify Clients who has chosen a different portfolio composition.

 

III.      Confidentiality

Except as required by law or requested by regulatory authorities, Croudify agrees to maintain in strict confidence all of Client’s non-public personal and financial information that Client furnishes to Croudify, except for information that Client explicitly agrees to share publicly.  Client acknowledges receipt of Croudify’s Privacy Policy available at www.Croudify.com/legal/privacy

 

IV.            Platform Access Fee

 

Croudify is a technology platform that provides easier access to loans on Lending Club platform. For the ease of access, we might charge fees that will be available on the website as and when applicable.

 

 

VI.            Account Losses

To the  extent  permitted  under  applicable  law,  Client  understands  and  agrees  that Croudify will not be liable to Client for any losses incurred by Client that arise out of or are in any way connected with any transaction or other act or failure to act of Croudify under this Agreement, including, but not limited to, any tax liability asserted against Client by any federal, state or local authority with respect to the Account.  Client (and in addition, for entity accounts, Client Representative) shall indemnify and defend Croudify and Croudify’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of Client or Broker or any custodian, broker, agent or other third party selected by Croudify in a commercially reasonable manner or selected by Client, except such as arise from Croudify’s breach of fiduciary duty to Client.  In addition to the above indemnities, for entity Clients, the Client Representative shall further indemnify and defend Croudify and Croudify’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreement.  Anything in this Section 6 or otherwise in this Agreement to the contrary notwithstanding, however, nothing herein shall constitute a waiver or limitation of any rights that Client may have under any federal or state securities laws.

 

VII.            Termination; Withdrawals

This Agreement may be terminated by either party with or without cause by notice to the other party, which notice shall be provided by Client to Croudify through the Site and by Croudify to Client through the primary email address in Client’s Account Application as Client shall update from time to time

 

VIII.      Account Statements

Client will receive account statements from Broker, which are the official records of the Account. Croudify may also provide information about the Account from time to time.

IX.            Independent Contractor

Croudify is and will hereafter act as an independent contractor and not as an employee of Client, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between Croudify and Client.

 

X.            Arbitration

The parties waive their rights to seek remedies in court, including any right to a jury trial.  The parties agree that any dispute between or among any of the parties arising out of, relating to or in connection with this Agreement or the Account, shall be resolved exclusively through binding arbitration conducted under the auspices of JAMS pursuant to its Arbitration Rules and Procedures. The arbitration hearing shall be held in the City and County of San Francisco, State of California.  Disputes shall not be resolved in any other forum or venue.  The arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the Securities business.  The parties agree that the arbitrator shall apply the substantive law of California to all state law claims, that limited discovery shall be conducted in accordance with JAMS’ Arbitration Rules and Procedures, and that the arbitrator may not award punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for any of the specific claims asserted.  In accordance with JAMS’ Arbitration Rules and Procedures, the arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim.  The award shall not include or be accompanied by any findings of fact, conclusions of law or other written explanation of the reasons for the award.   The parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law. Any award rendered by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction as provided by law.

 

XI.            Notices

All notices and communications under this Agreement must be made through the Site or by email. Croudify’s contact information for this purpose is  support@Croudify.com, and Client’s contact information for this purpose is contained in Client’s user account on the Site and the primary email address(es) in Client’s Account Application as Client shall update from time to time.

 

XII.            Severability and Amendment

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof.  Client acknowledges that Croudify may amend this Agreement from time to time by notifying Client by email or message to Client’s Croudify user account, which amendment will be effective immediately

 

XIII.            Waiver or Modification

Croudify’s waiver or modification of any condition or obligation hereunder shall not be construed as a waiver or modification of any other condition or obligation, nor shall Croudify’s waiver or modification granted on one occasion be construed as applying to any other occasion.

 

XIV.            Entire Agreement

This Agreement is the entire agreement of the parties regarding the subject matter hereof and supersedes all prior or contemporaneous written or oral negotiations, correspondence, agreements and understandings (including any and all preexisting investment management agreements, which are hereby cancelled). However, the parties may choose to enter into separate agreements between them regarding different subject matters or investment programs.

 

XV.            No Third-Party Beneficiaries

Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement.

 

Croudify Electronic Agreement and Disclosure Statement

 

BY CONTINUING WITH THIS ONLINE APPLICATION, YOU AGREE THAT UNLESS INDICATED OTHERWISE THE AGREEMENT AND THE DISCLOSURES REQUIRED TO BE PROVIDED AT THE TIME OF APPLICATION FOR A CLIENT ACCOUNT AND ALL FUTURE ACCOUNTS WILL BE PROVIDED ELECTRONICALLY. READ THE INFORMATION BELOW CAREFULLY BEFORE CONSENTING TO RECEIVE INFORMATION ELECTRONICALLY AT THIS WEBSITE AND VIA ELECTRONIC MAIL (“EMAIL”).

 

YOU SHOULD PRINT OR SAVE THIS STATEMENT BY USING THE “PRINT” OR “FILE SAVE” OPTIONS ON YOUR INTERNET BROWSER.

 

For client support or technical assistance regarding your Account, including the disclosures, you may send an email to  support@Croudify.com.

By opening an Account, and then accessing your Account, you are indicating that you have reviewed our privacy and security policies on the Site. You are also acknowledging that your initial use of an Account will constitute your agreement to be bound by the terms and conditions of the agreements and other information listed in the first and second bulleted paragraphs above, including the disclosures.

 

By clicking “the checkbox next to the hyperlink” you acknowledge that you have read, understand, and agree to be bound by the terms above. If you do not agree to be bound by the terms above but would like to establish an Account, DO NOT continue with the online process. Instead, please email us at support@Croudify.com. Because the Croudify Client Account relates to the Croudify website’s functionality, Croudify reserves the right to refuse to establish a Client Account that is not subject to this Statement. I agree that the agreement  and disclosures required to be provided at the time of application and any supplemental agreements or subsequent notices of changes will be provided electronically, and I confirm that I will download or print all electronically-provided documents for my records. I acknowledge that I can access the disclosures, agreements and information that are provided electronically on the Site and via email.

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