This Agreement is made between Q3 Advisors, LLC (“Q3”), and you, the undersigned Client as of the date set
forth below. You hereby engage Q3, and Q3 accepts such engagement, to provide you, through use of the Internet,
with investment advisory services, (“Services”) as more fully described below. The Services provided by Q3 are
for your personal account only and are not to be used or applied for any commercial or business purpose or to be
distributed to others.
Services to be provided by Q3. This is ADVICE ONLY account management. Using the investment profile
we develop from the information you provide, we will design and provide to you a customized portfolio, consistent with your stated
investment objectives as communicated to Q3 by you. We also agree to send updated portfolio recommendations to
you when we believe changes are appropriate for your account.
Q3 does not offer any analysis or advice regarding the potential local, state, or federal tax consequences
of transactions resulting from any recommendations. Q3 does not guarantee future performance or profitability of your
account and losses can occur by following our advice. Q3 is not responsible for trading limitations within your retirement
plan (“Plan”). You may subscribe to the Service by completing a Personal Profile and Risk Profile and agreeing to the
terms in accordance with this Agreement.
Q3 will provide the Services to you at all times in good faith, and with that degree of prudence, diligence, care, and
skill which a prudent person rendering similar services as an investment advisor would exercise under similar
circumstances. The provisions of this Agreement shall not be interpreted to imply any other obligation on the part of Q3
to observe any other standard of care.
The Service is intended to be used as just one tool to assist you in the overall evaluation and planning of your
retirement investment strategy. It is not a substitute for your own informed judgment. You are responsible for your
own investment decisions. You may accept, reject or modify the investment recommendations the Service provides.
Fee. There is a fee for this Service that is provided, indicated and accepted by you during the electronic registration
process originated from our email invitation or promotional code provided to you by your referring advisor. If you have a
referring advisor, your referring advisor will pay to Q3, on your behalf, a monthly fee, in arrears, payable on the first day of
every calendar month or an annual fee in advance. Your referring advisor may bill you directly for their cost of this service,
and the fee provided, indicated and accepted by you during the electronic registration is the fee charged by your referring
advisor that will be paid by you directly to your referring advisor. Q3 is not involved in the fee selection chosen by your
referring advisor and has no control over the amount your referring advisor may charge you. Your fee may be more or
less than the portion paid to Q3 by your referring advisor.
You should understand that any cost to you may differ from one advisor to another and it may be more than the cost of
purchasing the same service separately or similar service elsewhere. All fees paid to Q3 for advisory services are separate
from the fees and expenses charged to you by the investments in your account. You are encouraged to read each
investment prospectus carefully along with your referring investment advisor’s fee description in their Form ADV Part 2
The Clients understand and acknowledge that:
a. Q3 is not (i) the “administrator” of the Plan as defined in § 3(16)(A) of ERISA or (ii) the “plan administrator” of the
Plan as defined in Section 414(g) of the Internal Revenue Code of 1986, as amended (the “Code”);
b. You agree that Plan investments shall be limited solely to those publicly available, individual mutual funds and
money market funds selected by the Plan and/or the Plan’s advisor.
c. Q3 is neither a law firm nor a public accounting firm and Q3 will not provide legal or accounting advice. It is the Plan Representatives’
responsibility to know and understand the terms of the Plan’s documents;
Proxy Voting. Q3 shall not be responsible for voting proxies of all securities held in the Plan’s account.
Information to Q3. You agree to provide complete and accurate information to Q3 regarding your financial circumstances, including your
investment objectives, investment options, account balance, or when personal or financial circumstances change. This information is provided
at the commencement of the Agreement and periodically thereafter as changes to your financial circumstances and objectives occur.
You agree to provide updated account values, upon Q3’s request.
Services to Others. You understand that Q3 performs investment management services for various clients. You understand that Q3 may
give advice and take action with respect to its other clients that may differ from advice given or the timing or nature of action taken
with respect to your account. This Agreement will inure to the benefit of the parties and their respective successors and assigns provided,
however, Q3 may not assign this Agreement without your written consent.
Entire Agreement. This Agreement, together with the Personal and Risk Profiles and other exhibits, which are incorporated into this
Agreement, constitute the entire Agreement of the parties and may be amended only by a written document signed by both parties.
Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision
will be deemed severable form this Agreement and will not affect the validity and enforceability of the remaining provisions.
Arbitration. You and Q3 agree that all controversies which may arise concerning the provisions of the Services provided under this
Agreement, or concerning the construction, performance or breach of this Agreement, shall be determined by arbitration, in accordance with
the rules of the American Arbitration Association. Any arbitration that names Q3 shall take place in Knox County, Tennessee. The parties
acknowledge, understand and agree that:
- Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court, including the right to jury trial.
- Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
- The 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 arbitrators is strictly limited.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
In no way shall this Agreement constitute a waiver or limitation of rights that you may have under Federal and State Securities Laws to
pursue a remedy by other means.
Disclaimers and Limitations. We do not and cannot guarantee the future performance of your portfolio or the success of any investment
decision or strategy that we may use or suggest. We make no promise that the investments, recommendations, or strategies we recommend to
you will be profitable. The investments we may recommend are subject to various market, currency, economic, political and business risks.
Investing involves a high level of risk, and the securities in which you invest may be volatile and may depreciate rapidly.
In giving advice, we rely only on the limited information you provide us, and we do not consider all of the circumstances regarding your
investment decisions. We also do not consider any cash you hold, other securities or investments that you may own. We may not be able to
source each investment product available in your account and our recommendation may be based on a reasonable proxy. Proxy investments will
be evaluated and chosen within the same sector but may not have the same holdings or performance as the actual investment products available
to you. Proxy investments may outperform or underperform actual investment products and may impact recommendations made by Q3. We only
select one investment product per asset category which selection may be based on sourcing availability or performance. As such, selected
investment products may outperform or underperform those investment products not chosen by Q3. This may also impact the accuracy of
recommendations made by Q3.
We do not and cannot guarantee the completeness, accuracy or timeliness of the educational, news and financial market information that
we obtain from others and make available to you. We may provide access to news and content provided by third parties over which we do
not exercise editorial control or review, and we are not responsible for the accuracy or content of such materials. The recommended
allocation to stocks will not take into account any stock you may own in the company itself. Q3 will not make any recommendations
regarding company stock. That is the sole responsibility of the plan participant.
You agree that we will not be liable for any action or omission you take or decision you make in reliance on the information we provide.
We use reasonable care, consistent with industry practice, in providing the Service. However, we do not guarantee that the Service or
any content will be delivered to you uninterrupted, timely, secure or error-free.
You acknowledge that we will not be liable to you for, and you will indemnify us (including our officers, directors, members, affiliates,
shareholders and employees) from and against, any loss, damage, expense, liability, charge or claim of any kind
whatsoever (collectively ‘Losses”) relating to this Agreement or caused by our advice, decisions or actions, except to the extent that
such Losses are caused by our own gross negligence or willful misconduct with respect to our obligations under this Agreement. You further
acknowledge that we will not be liable to you for, and you will indemnify us from and against, any Losses caused by any other person who
provides services for your portfolio, or directly or indirectly by circumstances beyond our reasonable control. You acknowledge that we
shall not be responsible for any consequential damages whatsoever. However, Federal and state securities laws may impose liability under
certain circumstances on persons who act in bad faith. This Agreement does not waive or limit your rights under those laws.
WE DO NOT MAKE ANY IMPLIED WARRANTIES (INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee.
Termination of Agreement. This Agreement shall automatically renew unless terminated by either of us. In the event you did not receive Q3’s Form ADV, Part 2A, or an equivalent brochure, at least 48 hours before signing this Agreement, you have the right to terminate this contract without penalty within five days after entering into this Agreement, and upon 30 days advance written notice thereafter. Q3 will collect fees from you or your referring advisor through the last day of the calendar month of the effective date of termination. Q3 may terminate this Agreement and your access to the Services immediately if it determines that you have breached this Agreement. Upon termination, you or your referring advisor will not receive a refund of the unearned portion of the monthly fee paid to Q3.
Custodial Arrangements. Custody of Client’s assets will be maintained in account(s) with a qualified custodian (the “Custodian”) selected by your Plan Sponsor. Q3 will not have access to any assets in the account(s). The Plan will be solely responsible for paying all fees or charges of the Plan’s Custodian and record-keeper.
Solicitor Arrangements. Your referring advisor may have been referred to Q3 by a solicitor. Q3 may enter into an agreement with a solicitor to pay a fee in exchange for the solicitor introducing Q3’s services and platform to prospective advisors. The solicitation services include making introductions to advisers and providing information and material about the advisory services and program of Q3. The solicitor is not affiliated with or otherwise employed by Q3 but is an independent contractor. If the solicitor is paid a fee based on your participation in Q3’s Program, the solicitor will either be registered with the SEC as an investment advisor under the Investment Advisors Act of 1940 or under any applicable state law, or is not registered, and performing its solicitation services in reliance upon certain exemptions from the registration requirements of the Act and applicable state law. The solicitor will be compensated by Q3 for its solicitation services with a monthly payment of 10-20% of the subscription and/or participant fees paid by your referring advisor. The actual fee paid to the solicitor is an amount that is negotiated and agreed upon by Q3 and the solicitor, based on the total number of referred advisors and/or its participants in the platform. The payment of the fees described above will not increase the amount of any fees charged to your referring advisor or otherwise result in any costs or fees being charged to you by Q3. Your referring advisor is not paying fees that are higher than those of an advisor that was not referred by the solicitor. The solicitor’s portion of the participant fee shall be collected and paid to the solicitor by Q3 after receipt of payment by your referring advisor. The solicitor in its sole discretion, may waive any portion of fees and Q3 may discount any fees owed by your referring advisor in connection with your account.
Electronic Delivery. You hereby acknowledge and agree to Q3 delivering communications and documents by electronic means rather than traditional mailing of paper copies. By consenting to the electronic delivery of all information relating to this Agreement, Q3 is authorized to deliver all communications by e-mail at the e-mail address specified by you. You further agree that Q3 may provide in any electronic medium (including via e-mail) any disclosure or document that is required by applicable securities laws to be provided by Q3. The consent granted herein will last until revoked by you in writing.
You agree to inform us of any change in your contact information, including, mailing and e-mail addresses.
You acknowledge your agreement to the above terms and agree to provide Q3 with complete and accurate information as requested on the registration agreement. This agreement is effective as of date accepted by Q3 below.
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