TERMS OF USE

    UPDATED: May 30, 2023

    EAST BAY INVESTMENT SOLUTIONS

    Intellectual Property License & Terms of Use

     

    As a condition of engaging the services and receiving certain intellectual property of East Bay Financial Services LLC (doing business as East Bay Investment Solutions and referred to herein as “East Bay”), all clients of East Bay (“you,” “your,” or “Client”) shall be subject to and bound by the terms of this this Intellectual Property License & Terms of Use Acknowledgment (this “License & Terms Acknowledgment”). By receiving East Bay services or East Bay Intellectual Property (as defined below), you expressly acknowledge and agree that you are also agreeing to be subject to and bound this License & Terms Acknowledgment on behalf of, and therefore shall remain solely and exclusively responsible for, and jointly and severally liable for, any officers, employees, independent contractors and agents that directly or indirectly receive East Bay services or East Bay Intellectual Property through you (each, an “Agent”).

     

    1. East Bay Intellectual Property. East Bay owns and retains all right, title, and interest in and to any and all documents, files, images, audio recordings, video recordings and other materials delivered or made available to you in connection with East Bay’s performance of services to or for the benefit of you, together with any ideas, concepts, techniques, know-how, strategies, approaches, procedures, methods, designs, plans, logos, copyrights, trade secrets, trademarks and other materials embodied therein or related thereto (collectively, the “East Bay Intellectual Property”). Except and then solely to the extent permitted by and subject to this License & Terms Acknowledgement, or unless otherwise agreed by East Bay in writing, you expressly acknowledge and agree that you (i) shall have no ownership rights in the East Bay Intellectual Property of any kind, (ii) shall have no rights to utilize the East Bay Intellectual Property for the benefit of any other person or entity, or otherwise directly or indirectly benefit from the East Bay Intellectual Property in any manner, and (iii) shall not disclose, directly or indirectly, any East Bay Intellectual Property to third-parties.

    2. License To Use East Bay Intellectual Property.

         2.1  Notwithstanding the restrictions contained in Section 1, above, and subject to this License & Terms Acknowledgement, East Bay hereby grants to you, and you accept from East Bay, a limited, non-exclusive, non-sublicensable, non-transferrable, and revocable right and license, during and after the term of the Advisory Services Agreement between you and East Bay (the “Advisory Services Agreement”), to use the East Bay Intellectual Property for the purposes and subject to the conditions set forth herein (the “License”).

         2.2  East Bay shall not review, revise, correct, supplement, or otherwise modify any East Bay Intellectual Property used by you or your Agents after the term of the Advisory Services Agreement. As such, East Bay makes no representations or warranties with respect to, and expressly disclaims any responsibility or liability for, East Bay Intellectual Property used by you or your Agents after the term of the Advisory Services Agreement. You and/or your Agents shall retain the sole responsibility and liability, to the exclusion of East Bay, for the continued use of any East Bay Intellectual Property after the term of the Advisory Services Agreement.

         2.3  You remain ultimately responsible for ensuring that your use of any East Bay Intellectual Property conforms to the laws, rules, and regulations of the jurisdiction(s) in which you conduct business or is otherwise registered as an investment adviser, including but not limited to the Investment Advisers Act of 1940, applicable state securities acts, and the rules and regulations promulgated respectively thereunder. East Bay makes no representations or warranties with respect to, and expressly disclaims any responsibility or liability for, East Bay Intellectual Property’s compliance with the various federal and state laws, rules, and regulations to which you are subject.

    3. Prohibited Uses of East Bay Intellectual Property. As a condition of East Bay’s grant of the License and your continued use of the East Bay Intellectual Property, you shall not directly or indirectly (i) rent, repackage, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the East Bay Intellectual Property available to any third-party for commercial purposes; (ii) remove any proprietary notices from the East Bay Intellectual Property unless otherwise approved by East Bay in writing and in advance of such removal; or (iii) use the East Bay Intellectual Property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of East Bay or any third-party, or that violates any applicable laws.

    4. Right to Suspend or Revoke the License. East Bay retains the sole and unconditional right to suspend or permanently terminate the License granted herein if East Bay reasonably determines that you or any Agent is using the East Bay Intellectual Property for fraudulent or illegal activities or otherwise in violation of this License & Terms Acknowledgment.

    5. License Conditions. The License granted to you pursuant to this License & Terms Acknowledgment is subject to the following conditions:

         5.1 Required Disclosure (Unmodified Client Use). All East Bay Intellectual Property used by Client without modification or alteration shall feature the following disclosure:

    East Bay Investment Solutions and [CLIENT NAME] are independent from and unaffiliated with each other; however, [CLIENT NAME] has engaged East Bay Investment Solutions to provide nondiscretionary investment portfolio recommendations to [CLIENT NAME]. [CLIENT NAME], to the exclusion of East Bay Investment Solutions, retains the discretionary authority to accept or reject East Bay Investment Solutions’ investment portfolio recommendations with respect to its clients’ accounts.


    This material contains general information, may be based on authorities that are subject to change, and is not a substitute for professional advice or services. This material does not constitute tax, consulting, business, financial, investment, legal or other professional advice, and you should consult a qualified professional advisor before taking any action based on the information herein. This material is confidential and intended for the exclusive use of clients or  prospective clients of [CLIENT NAME]. Information has been obtained from a variety of sources believed to be reliable though not independently verified. To the extent capital markets assumptions or projections are used, actual returns, volatilities and correlations will differ from assumptions. Historical and forecasted information does not include advisory fees, transaction fees, custody fees, taxes or any other expenses associated with investable products. Actual fees and expenses will detract from performance. Past performance does not indicate future performance.


    The sole purpose of this material is to inform, and it is not intended to be an offer or solicitation to purchase or sell any security or other investment product. Investments mentioned in this material may not be suitable for all investors. Before making any investment, each investor should carefully consider the risks associated with the investment and make a determination based on the investor’s own particular circumstances, and carefully consider whether the investment is consistent with the investor’s investment objectives.

    Information in this material was prepared by East Bay Investment Solutions. Although information in this material has been obtained from sources believed to be reliable, East Bay Investment Solutions does not guarantee its accuracy, completeness or reliability and is not responsible or liable for any direct, indirect or consequential losses from its use. Any such information may be incomplete or condensed and is subject to change without notice.

         5.2 Required Disclosure (Modified Client Use). All East Bay Intellectual Property used by Client that has been modified or altered shall feature the following disclosure:

    East Bay Investment Solutions and [CLIENT NAME] are independent from and unaffiliated with each other; however, [CLIENT NAME] has engaged East Bay Investment Solutions to provide nondiscretionary investment portfolio recommendations to [CLIENT NAME]. [CLIENT NAME], to the exclusion of East Bay Investment Solutions, retains the discretionary authority to accept or reject East Bay Investment Solutions’ investment portfolio recommendations with respect to its clients’ accounts.


    This material contains general information, may be based on authorities that are subject to change, and is not a substitute for professional advice or services. This material does not constitute tax, consulting, business, financial, investment, legal or other professional advice, and you should consult a qualified professional advisor before taking any action based on the information herein. This material is confidential and intended for the exclusive use of clients or  prospective clients of [CLIENT NAME]. Information has been obtained from a variety of sources believed to be reliable though not independently verified. To the extent capital markets assumptions or projections are used, actual returns, volatilities and correlations will differ from assumptions. Historical and forecasted information does not include advisory fees, transaction fees, custody fees, taxes or any other expenses associated with investable products. Actual fees and expenses will detract from performance. Past performance does not indicate future performance.


    The sole purpose of this material is to inform, and it is not intended to be an offer or solicitation to purchase or sell any security or other investment product. Investments mentioned in this material may not be suitable for all investors. Before making any investment, each investor should carefully consider the risks associated with the investment and make a determination based on the investor’s own particular circumstances, and carefully consider whether the investment is consistent with the investor’s investment objectives.

    Certain information in this material was originally prepared by East Bay Investment Solutions and subsequently modified or altered by [CLIENT NAME]. East Bay Investment Solutions has not reviewed, approved, or endorsed any subsequent modifications by [CLIENT NAME]. Although information in this material has been obtained from sources believed to be reliable, East Bay Investment Solutions does not guarantee its accuracy, completeness or reliability and are not responsible or liable for any direct, indirect or consequential losses from its use. Any such information may be incomplete or condensed and is subject to change without notice.

         5.3 Required Disclosure (Unmodified Agent Use). All East Bay Intellectual Property used by an Agent without modification or alteration shall feature the following disclosure:

    East Bay Investment Solutions and [AGENT NAME] are independent from and unaffiliated with each other. The sole purpose of this material is to inform, and it is not intended to be an offer or solicitation to purchase or sell any security or other investment product. Investments mentioned in this material may not be suitable for all investors. Before making any investment, each investor should carefully consider the risks associated with the investment and make a determination based on the investor’s own particular circumstances, and carefully consider whether the investment is consistent with the investor’s investment objectives.

    Information in this material was prepared by East Bay Investment Solutions, and is subject to an Intellectual Property License & Terms of Use to which the recipient is bound. Although information in this material has been obtained from sources believed to be reliable, East Bay Investment Solutions does not guarantee its accuracy, completeness or reliability and are not responsible or liable for any direct, indirect or consequential losses from its use. Any such information may be incomplete or condensed and is subject to change without notice.

         5.4 Required Disclosure (Modified Agent Use).

    East Bay Investment Solutions and [AGENT NAME] are independent from and unaffiliated with each other. The sole purpose of this material is to inform, and it is not intended to be an offer or solicitation to purchase or sell any security or other investment product. Investments mentioned in this material may not be suitable for all investors. Before making any investment, each investor should carefully consider the risks associated with the investment and make a determination based on the investor’s own particular circumstances, and carefully consider whether the investment is consistent with the investor’s investment objectives.

    Certain information in this material was originally prepared by East Bay Investment Solutions and subsequently modified or altered by [AGENT NAME], and is subject to an Intellectual Property License & Terms of Use to which the recipient is bound. East Bay Investment Solutions has not reviewed, approved, or endorsed any subsequent modifications by [AGENT NAME]. Although information in this material has been obtained from sources believed to be reliable, East Bay Investment Solutions does not guarantee its accuracy, completeness or reliability and are not responsible or liable for any direct, indirect or consequential losses from its use. Any such information may be incomplete or condensed and is subject to change without notice.

         5.5 Required Disclosure (Investment Performance). All East Bay Intellectual Property that includes or references investment performance is primarily intended for your and your Agent’s internal use as financial professionals, shall only be re-distributed or made available to investors who have access to the resources to independently analyze investment performance information and who have the financial expertise to understand the risks and limitations of the referenced investment performance, and shall additionally feature the following disclosure:

    Model investment performance return information presented herein represents hypothetical, backtested performance of investment portfolios that do not reflect the holdings or cash flows of any actual portfolio or the performance returns generated by any actual portfolio, and do not incorporate any advisory fees or transaction costs charged by third-parties such as investment advisers or broker-dealers. The inclusion of advisory fees and transaction costs would lower performance returns. The performance return generated by an actual client portfolio – even one based on a model portfolio – will differ from the performance return information presented herein. Hypothetical, backtested performance of model investment portfolios are developed with the benefit of hindsight.

    The presentation of index performance returns is solely for benchmarking and comparative purposes, and does not reflect any model or actual client portfolio or associated fees and costs. An investor cannot directly invest into an index.

    Past performance is not indicative of future returns. All investments carry risk, which an investor should be prepared to bear.

         5.6 Required Disclosure (Your Relationship with East Bay). When referring to East Bay in any written, audio, and/or visual format (specifically including but not limited to your advertising or marketing materials), you may only do so pursuant to the following guidelines:

              5.6.1. Do not state or imply that East Bay or any of its personnel are your employees or supervised persons;

              5.6.2. Do not state or imply that East Bay or any of its personnel are designated as an officer, director, or other control position of you; and

              5.6.3. Do include the following disclosure: “East Bay Investment Solutions and its personnel are independent from and unaffiliated with [CLIENT NAME], and have been engaged as an investment solutions provider by [CLIENT NAME].”

         5.7 The required disclosures contained in Section 5.1 through Section 5.6 may be revised by East Bay upon written notice.

    6. General Provisions. This License & Terms Acknowledgement:

         6.1 Shall terminate upon the earlier of (i) East Bay’s written notice of termination to you, or (ii) the effective date of the termination of the Advisory Services Agreement.

         6.2 May not be assigned by Client without the prior written approval of East Bay.

         6.3 May be amended, modified, or supplemented by East Bay upon thirty (30) days’ written notice to Client.

         6.4 Is governed by and construed in accordance with the laws of the state of South Carolina without regard to the conflict of laws provisions thereof.

         6.5 Shall be automatically reformed and construed so as to be valid, operative, and enforceable while preserving its original intent if any term or provision herein is invalid, illegal, or unenforceable in any jurisdiction. Such invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction.