Client Advisory Contract


 

Client Advisory Contract

 

This Client Advisory Contract (the “Agreement”) is entered into __ _ by and between ___, whose mailing address is _____ (the “Client”), and Block Society LLC, a Registered Investment Advisor, whose principal mailing address is 2928 Monogram Avenue, Long Beach, California 90815 (the “Advisor”).

This Agreement is effective as of the first day an account (an “Account”) is opened at Advisor’s website, located at https://blocksociety.net (the “Site”), in connection with this Agreement and is ready to receive members-only Site information from Advisor (the “Effective Date”). By accepting this Agreement, Client acknowledges engaging Advisor to provide advisory and educational services for the Client’s Account.

In consideration of the mutual covenants herein, Client and Advisor agree as follows:

  1. Advisory and Educational Services The Client retains Advisor and Advisor agrees to provide services to the Client’s Account in accordance with the terms and conditions set forth below. The Advisor will provide alternative investment strategies, investment advice, risk of loss strategies, and educational services primarily focused on cryptocurrency and blockchain technology. Investment advice is limited to cryptocurrency, including trading signals, risk mitigation, short- and long-term investment strategies, entry and exit points, stop-loss suggestions, fundamental and technical analysis, and fundamental portfolio management. Other services offered are educational in nature, including but not limited to lessons in exchange and trading fundamentals, technical and fundamental analysis, and understanding and utilization of the underlying blockchain technology. The breadth and scope of advisory services a Client may receive are determined by the Client’s Account’s membership subscription level.

     

    Client acknowledges and understands that Advisor may, from time to time, offer generalized investment advice tailored to a Client’s investment objectives as communicated by the Client to the Advisor; however, Advisor does not design or offer individual investment strategies for each Client as part of its services beyond making trading recommendations. Advisor itself does not place or make trades on behalf of a Client, nor does Advisor operate third-party brokerage accounts for its Clients. The Client is solely responsible for reviewing and making his or her own trades and managing third party brokerage accounts a Client may maintain.

  2. Client Discretion and Trading Authority Client acknowledges and understands that the services to be offered by the Advisor under this Agreement are intended to be recommendations only or are solely educational in nature. Client bears sole responsibility and discretion for entering into or making trades through a third-party brokerage account of a Client’s choosing. Client acknowledges and understands that he or she is free at all times to accept or reject any recommendation from Advisor, and Client further acknowledges and understands that he or she has the sole authority with regard to the implementation, acceptance, or rejection of any recommendation or advice from Advisor.

     

    Advisor recommends that Client discuss any trades he or she may make with the Client’s corresponding professional Advisor(s), including but not limited to accountants, attorneys, and brokers of the Client’s choosing. No portion of Advisor’s services should be construed as legal, accounting, or tax advice. Rather, Client should defer to his or her own attorney or accountant.

  3. No Custody of Client Funds or Assets Advisor does not hold or receive any of the Client’s funds, assets, or securities, other than payment Advisor receives for Client’s Account. Client understands that Advisor is not authorized to establish or maintain custodial arrangements for a Client Account, nor can the Account or the Site support custody of a Client’s funds. All transactions and trades should be conducted by a third-party custodian of the Client’s choice. Client understands and acknowledges that Advisor shall not be responsible for any loss incurred by reason of any act or omission of a third-party custodian, brokerage service, or any other party, to the extent permitted by law. Advisor encourages Client to select an insured third party custodian or brokerage service.
  4. Advisor Compensation and Client Subscriptions Advisor is compensated on a monthly subscription model as selected by the Client for each Account. The subscription models available are as follows:
      • SILVER Account: $49.99 per month. Client is entitled to: (i) relevant cryptocurrency, blockchain, and investment news; (ii) live charts; (iii) entry and exit points for various cryptocurrencies; and (iv) exchange and trading fundamentals education services

     

      • GOLD Account: $99.99 per month. Client is entitled to (i) relevant cryptocurrency, blockchain, and investment news; (ii) live charts; (iii) entry and exit points for various cryptocurrencies; (iv) exchange and trading fundamentals education services; and (v) educational offerings from Advisor’s Academy of Technical Analysis.

     

      • PLATINUM Account: $199.99 per month. Client is entitled to: (i) relevant cryptocurrency, blockchain, and investment news; (ii) live charts; (iii) entry and exit points for various cryptocurrencies; and (iv) exchange and trading fundamentals education services; (v) educational offerings from Advisor’s Academy of Technical Analysis; (vi) access to Advisor’s global chat rooms; (vii) live text and e-mail notifications from Advisor; and (viii) complimentary access to Advisor’s educational course in blockchain technology and cryptocurrency course.

     

    Advisor also offers an a la carte educational course in blockchain technology and cryptocurrency at a one-time only price of $499.99, billed at the time of purchase to the Client’s Account. This course is included within the cost of the Platinum-level subscription. If purchased, Client will be provided with a one-time statement reflecting payment of the course fee.

     

    All subscription fees are assessed monthly (on the first day of the month) in arrears. Client will not be refunded any subscription fee paid for that month if Client chooses to terminate his or her account after the first of the month. All fees will be automatically paid from the payment information provided by a Client upon Account creation. Client will be provided with a monthly statement reflecting payment of the subscription fee.

     

    Advisor does not charge performance-based fees. No portion of Advisor’s compensation is tied to Advisor’s investment advice performance or the performance of Client’s own funds or assets. Under no circumstances will Advisor accept commissions for trades or ad-hoc investment advice.

     

    Advisor has no hidden fees or charges outside of its monthly subscription models or the one-time educational fee. Clients may be subject to third-party transaction costs, and corresponding transaction fees will be dependent upon Client’s chosen brokerage or exchange. Such fees may include, but are not limited to, custodial fees, brokerage commissions, transaction fees, charges imposed directly by a fund or exchange, wire transfer fees, and other fees and taxes on brokerage accounts and securities transactions. Advisor may make recommendations on third-party brokerage firms for a Client to use, but Client understands and acknowledges that he or she bears full responsibility for actions taken within those exchanges and fees incurred therein.

  5. Confidentiality Except as required by law or requested by regulatory authorities, information received by Advisor from Client will be kept confidential by Advisor in a manner consistent with applicable law and with the Advisor’s Privacy Policy, which Client acknowledges receiving, and will be sent to Client annually, as required by law. Client understands, acknowledges, and agrees that they can opt-out of the Privacy Policy and certain portions of the Privacy Policy at any time; however, if the Client does opt out, Advisor may choose to terminate this Agreement and related Account.

     

    All information or advice furnished by Advisor to Client shall be treated as confidential and not be disclosed by Client except as required by law.

     

    Advisor represents and warrants that it will maintain in strict confidence all of Client’s non-public personal and financial information provided to Advisor by Client, except for information that Client explicitly agrees to share publicly. Likewise, Client represents and warrants that it will maintain in strict confidence all investment advice and other non-public information or education that Client acquires from Advisor in connection with a Client’s Account.

  6. No Competing Business Client agrees that Client shall not use investment advice and other non-public information or education that Client acquires from Advisor for any purpose other than the Client’s own personal use, including but not limited to developing a service that competes with the Advisor’s services or the Site.
  7. Risk Acknowledgement Advisor does not and cannot guarantee the future performance or any specific level of performance of Client’s investments based on information provided through an Account. Nor can Advisor guarantee the success of any investment recommendation or strategy that Advisor may provide for an Account. Client understands that investment recommendations by Advisor are subject to various market, currency, economic, governmental, political, technological, and business risks, and that Advisor’s investment advice will not always be profitable.

     

    Client understands and agrees that there are significant risks associated with investing in cryptocurrencies, including, but not limited to, the risk that the Client’s investments could suffer substantial diminution in value, and that this risk applies notwithstanding Advisor’s advisory services. The past performance of any cryptocurrency does not indicate its future performance. Client understands and agrees that Advisor is not responsible for any losses a Client may suffer through his or her investments.

  8. Advisor Liability Advisor, acting in good faith, shall not be liable for any action, omission, investment recommendation or decision, or loss in connection with this Agreement, including but not limited to the Client’s investment of funds or assets with a third-party brokerage service, or the acts and/or omissions of other professionals or third party brokerage services recommended to the Client by Advisor, including a broker/dealer and/or custodian.

     

    Client further acknowledges and agrees that Advisor shall not have any responsibility for the performance of any and all Client investments, regardless of whether any such investment was made pursuant to advice provided by Advisor. The Client, not the Advisor, shall be exclusively responsible for the investment performance of Client’s portfolio. Client further acknowledges and understands that investments have varying degrees of financial risk, and that Advisor shall not be responsible for any adverse financial consequences to Client resulting from any investment that, at the time made, was consistent with Advisor’s investment advice.

     

    Federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Client may have under any federal or state securities laws.

  9. Code of Ethics Client acknowledges that Advisor has made Client aware that Advisor has a Code of Ethics, which is available on the Site and is described on Advisor’s Form ADV, Part 2 (available for download on the Site), and which may be provided to Client upon request.
  10. Non-Exclusive and Related Investments Client expressly acknowledges and understands that Advisor shall be free to render investment advice and educational services to others and that Advisor does not make its investment and educational services available exclusively to Client.

     

    Client understands and acknowledges that Advisor, or Advisor’s officers, employees and agents, may enter into trades and transactions with respect to cryptocurrencies for the Advisor’s, or Advisor’s employees’, own accounts, which are identical or similar to cryptocurrency trades and transactions as to which the Advisor may recommend to Client. Nothing in this Agreement shall impose upon Advisor any obligation to recommend for purchase or sale any cryptocurrency that Advisor, its officers, employees, or agents may purchase or sell on their own accounts through third-party brokerage services.

  11. Termination This Agreement will continue in effect until terminated by any party by written (electronic is acceptable) notice to the other, or upon deactivation of an Account by Client. Termination of this Agreement will not affect: (i) the liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (ii) Client’s obligation to pay any subscription fees owed at the time of termination, if any. Should a Client terminate this Agreement mid-way through a monthly subscription period, Client understands and acknowledges that the subscription fee paid for that month will not be reimbursed or otherwise pro-rated.

     

    Notwithstanding anything else in this section, if Client has not, for whatever reason, received the Form ADV, Part 2, from Advisor containing disclosure information as required by law within 48 hours prior to the Client entering into the Agreement, Client has the right to terminate this Agreement without penalty and with full reimbursement of any fees paid within five (5) business days after entering into the Agreement. For the purposes of this provision, the Agreement is considered entered into when Client has executed the Agreement and opened his or her Account.

     

    Upon the termination of this Agreement, Advisor will have no obligation to recommend cryptocurrency investments or otherwise provide any other services under this Agreement.

  12. Assignment Neither party may assign this Agreement without the prior written consent of the other party. Client acknowledges and agrees that transactions that do not result in a change of actual control or management of Advisor shall not be considered an assignment. Should there be a change of control of the Advisor resulting in an assignment of this Agreement, the successor Advisor (the “Successor”) will notify the Client and will continue to provide the services previously provided to the Client by Advisor. If Client continues to accept such services provided by the Successor without written objection during the 60-day period subsequent to receipt of the written assignment notice, Successor will assume that Client has consented to the assignment and Successor will become the Advisor to the Client under the terms and conditions of this Agreement.
  13. Electronic Communications Acceptable Client consents to electronic delivery of required disclosure documents and other communications by Advisor. Such consent will remain effective unless revoked by Client. Advisor will transmit information by email in text, PDF, Microsoft Word, or other formats that can be readily viewed, printed, and saved. Client has provided Advisor with one or more valid email addresses that Advisor may use to communicate with Client. Client acknowledges and understands that there may be costs associated with electronic delivery, such as computer equipment costs and on-line charges. Client may revoke its consent to receive electronic communications at any time by notifying Advisor.

     

    Any notice or other communication given to a party in connection with this Agreement will be in writing and will be deemed effective upon receipt, if delivered to such party at its email address. It is Client’s responsibility to review all communications, including emails. Client hereby consents to receiving communications from Advisor by email or other electronic delivery without also receiving paper copies. By sending or receiving sensitive or confidential electronic communications, Client accepts the risks and possible lack of confidentiality of communicating over the Internet. Client agrees to hold Advisor and its successors and assigns free from any damages related to or arising from the delivery of electronic communications.

  14. Receipt of Form ADV, Part 2 Client acknowledges receipt from Advisor of a copy of Advisor’s Form ADV, Parts 2A and 2B. Client shall be provided with an updated Form ADV, Part 2 on an annual basis and the Part 2B when material changes occur. Advisor’s Form ADV, Part 2, is also currently available on the Site at https://blocksociety.net/wp-content/uploads/2019/01/Block-Society_Complete-Client-Brochure-1.pdf or www.Advisorinfo.sec.gov. Client further acknowledges that Client has had a reasonable opportunity to review the Form ADV, Part 2, and to discuss the contents of same with professionals of Client’s choosing, prior to the execution of this Agreement. Advisor represents and warrants that all material conflicts of interest have been disclosed.
  15. Arbitration Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to Advisor’s services under this Agreement, both Advisor and Client agree to submit the dispute to arbitration in accordance with the rules of the American Arbitration Association (“AAA”).

     

    Advisor and Client understand that arbitration shall be final and binding, and that by agreeing to arbitration, Advisor and Client are waiving their respective rights to seek remedies in court, including the right to a jury trial.

     

    The parties understand and acknowledge that pre-arbitration discovery is generally more limited than, and potentially different in form and scope, from court proceedings. The parties further understand and acknowledge that an arbitration award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of a ruling by the arbitrator is strictly limited.

     

    Client acknowledges that Client has had a reasonable opportunity to review and consider this arbitration provision prior to the execution of this Agreement. Client further acknowledges that in the specific event of non-payment of any portion of Advisor compensation under section 4 of this Agreement, Advisor, in addition to the aforementioned arbitration remedy, shall be free to pursue all other legal remedies available to it under law, and shall be entitled to reimbursement of reasonable attorneys’ fees and other costs of collection.

     

    Federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Client may have under any federal or state securities laws.

  16. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California, except to the extent that federal securities laws shall otherwise be controlling.
  17. Venue In the event that any dispute shall arise by and between the parties, it is hereby agreed that any litigation, cause, suit, arbitration, mediation, or any other proceeding shall take place in Los Angeles, California.
  18. Severability Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
  19. Privacy Notice Client acknowledges receipt of Advisor’s Privacy Policy, also available on the Site at https://blocksociety.net/privacy-policy/.
  20. Death or Disability The death, disability, or incompetency of Client will not terminate or change the terms of this Agreement. However, Client’s executor, guardian, attorney-in-fact, or other authorized representative may terminate this Agreement by giving written notice to Advisor.
  21. Entire Agreement and Amendments This Agreement represents the entire agreement between the parties and supersedes and replaces, in its entirety, all previous investment advisory agreement(s) between the parties. Advisor may amend this Agreement upon written notification to Client. Unless Client notifies Advisor to the contrary, in writing, the amendment shall become effective thirty (30) days from the date of communication to Client.
  22. Counterparts and Electronic Signatures This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. Documents executed, scanned, and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. This Agreement, and any other document necessary for the consummation of the transaction contemplated by this Agreement, may be accepted, executed, or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”), and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on each party as if it were physically executed.
  23. Client’s Authority Client acknowledges that he or she has all requisite legal authority to execute this Agreement. Client correspondingly agrees to notify Advisor, in writing, in the event that Client no longer has such authority.
  24. Miscellaneous All paragraph headings in this Agreement are for convenience of reference only, do not form part of this Agreement, and shall not affect in any way the meaning or interpretation of this Agreement. If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any governmental or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with any such law, rule or regulation. In all other respects, this Agreement shall continue and remain in full force and effect. No term or provision of this Agreement may be waived or modified unless in writing and signed by the party against whom such waiver or modification is sought to be enforced. Client agrees that this Agreement shall be binding upon Client’s heirs, executors, administrators, and personal representatives. All notifications required to be sent shall be sent: if to Advisor, to the Advisor’s address contained in this Agreement or such other address as may later be designated; if to Client, to Client’s address or email address as provided to Advisor at the time this Agreement is entered into, or such other address as may later be designated.

By each party executing this Agreement below they acknowledge and accept their respective rights, duties, and responsibilities hereunder.

Date: _____

Rudolph G. Klapper, Chief Compliance Officer

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Block Society https://blocksociety.net
Signature Certificate
Document name: Client Advisory Contract
Unique Document ID: 71ba4a9b7ae9efed8a77494ff08cb3d3de3c8b60
Timestamp Audit
January 28, 2019 9:14 pm MSTClient Advisory Contract Uploaded by Stephen Harano - stephen@blocksociety.net IP 75.71.201.35