PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF OUR APPLICATION AND OUR SERVICES CAREFULLY.
By using our Application and/or one of our online services, you agree to the terms and conditions set forth in this Subscription Agreement (this “Agreement”). We reserve the right, in our sole discretion, to change, modify, add or remove provisions of this Agreement at any time. You should check this Agreement periodically for changes. By using this Application or our services after we post any changes to this Agreement or otherwise notify you of such changes, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to this Agreement, you should not use our Application and/or our Services and you should arrange to cancel your registered user account or subscription with us, as applicable.
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 retirement account (“Account”) only and are not to be used or applied for any commercial or business purpose or to be distributed to others.
Scope of Agreement
Unless we indicate otherwise, this Agreement applies to your use of the websites which are owned or operated by Q3 Advisors, LLC, including, without limitation, this website and any other website that we may own or operate currently or in the future (collectively, our “Website”), and all of the Services that we may offer currently or in the future. For purposes of this Agreement, “affiliates” shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with Q3 Advisors, LLC
Use of this Website
Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Website and the material provided hereon, and the Services that you subscribed to, for your personal, noncommercial use, provided that you comply fully with the provisions of this Agreement. You agree not to assign, transfer or sublicense your rights as a registered user of, or subscriber to, this Website and/or our Services. You understand that only you may use your user account and password, and that your subscription to our Services is only valid for your personal, noncommercial use and may not be shared with others. You agree to be financially responsible for all usage or activity of Services subscribed to by you.
By using this Application and/or our Services, you agree to be legally bound and to abide by this Agreement, just as if you had signed this Agreement. If you do not comply with this Agreement at any time, we reserve the right to cancel or terminate your password, user account, and/or access to this Application (or any part thereof) and/or our Services. At our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Application or our Services, including, but not limited to, (i) restricting the time the Application and/or a Service is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user’s right to use the Application and/or any of our Services. You agree that any termination or cancellation of your access to or use of, the Application and/or our Services may be effected without prior notice. If you do not abide by the terms of this Agreement, except as we may otherwise provide from time to time, you agree that we may immediately deactivate or delete your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files, our Application (or part thereof) and/or our Services. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Application and/or our Services, except for a refund of any fees or charges prepaid by you with respect to our Services. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us pursuant to this provision or this Agreement, or any policies or practices by us in providing this Application or our Services, including without limitation any change in content or any change in the amount or type of fees or charges associated with the Services, is to cancel or terminate your subscription or registered user account, as applicable. From time to time, we may supplement this Agreement with additional terms and conditions pertaining to specific content, activities or events (“Additional Terms”). Such Additional Terms may be placed on the Application to be viewed in connection with the specific content, activities, features or events and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into this Agreement.
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. We also agree to send updated portfolio recommendations to you when we believe changes are appropriate for your retirement 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 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 adviser 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 an assistant to be used in your investment planning. 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.
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.
Charges and Fees for Services
Certain portions, components, content and features of this Website are only available to individuals who purchase a subscription to our Services. As a subscriber to our Services, you agree to the following:
- To be billed in advance at a rate of between $0 - $500 annually
- You may choose whether to be billed on a monthly, quarterly or annually in advance.
- The fee is paid by the Account holder by direct payment via EFT / Bank Draft, credit card, or any other payment methods that Q3 makes available.
- Q3 reserves the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice communicated to you through a posting on this Website or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). We will automatically charge your account at the start of the billing period and at the start of each renewal period, unless you terminate or cancel your subscription before the relevant renewal period begins.
- There are no refunds, other than may be offered from time to time as marketing promotions by Q3
- Each time you use our Services you reaffirm your agreement that we may charge your Account. In the event we cannot charge your account, we reserve the right to terminate your access to our Services.
- In addition to the fees and charges set forth above, you are responsible for all charges and fees associated with connecting to our Website and our Services, including without limitation all telephone access lines (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our Services.
- For purposes of your use of our Services including identification and billing, you agree to provide us with true, accurate and complete information as required by the subscription or sign up process to our Services (“Subscription Data”), including your legal name, address, email address and applicable billing information, and to allow us to share your Subscription Data with third parties for the purpose of verifying the information you provide and billing your Account or otherwise charging your account.
- You agree to maintain and promptly update the Subscription Data and any other information you provide to us to keep it accurate. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account or subscription and refuse any and all current or future use by you of our Website (or any portion thereof) or any of our Services. You agree not to register or subscribe for more than one account, create an account on behalf of someone else, or create a false or misleading identity on this Website.
- If your registration or subscription is revoked for any reason, you agree not to register or subscribe again with our Website using another user name or through any other means. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new accounts you have registered without any notice to you, or to exercise any other remedies available to us under this Subscription Agreement or by law.
- You are entirely responsible for maintaining the confidentiality of your password and user account information. You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s password or billing information. In the event of a breach of security by you, you will remain liable for any unauthorized use of your subscription until you update your Subscription Data. You are entirely responsible for any and all activities which occur under your user account.
- Your failure to satisfy limitations we set based on demographic, geographic, or other similar criteria, or if we terminate your subscription to one of our Services prior to the end of the applicable period, you agree that all fees and charges assessed by us are nonrefundable. Nonrefundable fees include the full Fee for any month (or portion thereof) elapsed (regardless of whether you logged onto our Website or used any Services during that month). If your cancellation of your subscription to one of our Services is due to your failure to satisfy limitations we set based on demographic, geographic, or other similar criteria prior to the end of a period for which you have incurred a charge, with the exception of any fixed upfront fee (such as any Sign Up Fee), we will refund any fees in accordance with the refund policy we have in effect at such time. If we cancel or terminate your subscription to one of our Services (as opposed to you canceling your subscription) prior to the end of a period for which you have incurred a charge, with the exception of any fixed upfront fee (such as the Sign Up Fee), there will be no refunds.
Availability of Services
The availability and use of our Services may be limited based on different types of criteria. You understand and agree we may disallow you from subscribing to our Services or may terminate your subscription to our Services at any time based on any of these criteria.
Cancellation of Subscription
Termination of Agreement. This Agreement shall automatically renew unless terminated by either of us. By using this Website and/or our Services, you agree to be legally bound and to abide by this Agreement. Q3 may terminate this Agreement and your access to the Services immediately if it determines that you have breached this Agreement. Q3 has the right to cancel or terminate your password, user account, and/or access to this Website (or any part thereof) and/or our Services. Upon termination, you will not receive a refund of the unearned portion of the monthly fee.
Privacy and Security
Restrictions on Use of Materials
You acknowledge that this Website contains information, text, graphics, questions, creative suggestions, messages, comments, feedback, ideas, articles and other materials (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on this Website are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our sole discretion, terminate the rights of any user to use our Website (or any part thereof) who infringes the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us and include the following information:
- a physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;
- identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works);
- identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Website;
- your name, mailing address, telephone number and email address;
- a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices with respect to this website should be sent to our designated agent for notice of claims of copyright infringement.
Disclaimer of Warranties
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
THE SERVICES OFFERINGS, CONTENT AND MATERIALS ON THIS WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT.
Q3 ADVISORS, LLC DOES NOT WARRANT THAT THIS WEBSITE OR ANY FUNCTION CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY THING DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH SERVICE, OFFERING, CONTENT OR MATERIAL.
Q3 ADVISORS, LLC DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THIS WEBSITE; (B) THE USE OF ANY CONTENT OR OTHER ON THIS WEBSITE OR ANY WEBSITE OR WEBSITES LINKED TO THIS WEBSITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THIS WEBSITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE; OR (F) ANY OTHER MATTER RELATING TO THIS WEBSITE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS WEBSITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR WEBSITE, OR WITH ANY OF PROVISION OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS WEBSITE. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to indemnify, hold harmless and, at our option, defend us and our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorney’s fees and expenses) arising from your improper use of this Website or our Services or offerings, your violation of this Agreement, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of this Website or this Agreement shall be filed only in the state or federal courts located in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
This Agreement applies only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website’s administrator or webmaster.
In any action against us arising from the use of this Website, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees.
If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement, together with the Terms & Conditions (if applicable), are the entire agreement between you and us relating to the subject matter herein. In the event of any conflict between this Agreement and the Terms & Conditions, this Agreement shall control. This Agreement may be modified only by our posting of changes to this Agreement on this Website, or by written agreement of both parties. Each time you access this Website, you will be deemed to have accepted any such changes.
We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
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.
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.
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.
In the event a dispute should arise regarding this Agreement or the Services we have provided under this Agreement, we agree to resolve the matter by arbitration in accordance with the rules of an arbitration organization selected by you. In the event you do not select an organization within 14 days of demand for arbitration by Q3 then you hereby authorize Q3 to make the election.
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 also do not provide any advice regarding your Company’s stock option purchase plan. You are also responsible to make certain we know all the options that are available in your 401(k) plan and to update us when you are notified of any changes to the plan options.
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 content of such materials.
You agree that we will not be liable for any action 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, 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 services which constitutes 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 good 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 MERCHANTABILIITY OR FITNESS FOR A PARTICULAR PURPOSE).
The Client and the Adviser agree that all controversies which may arise between them 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 shall take place in the same city and state where the Adviser’s principal office and place of business is located. 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 the Client may have under Federal and State Securities Laws to pursue a remedy by other means.
Electronic Signature Here