Services and Fees Appendix
Compound Advisers Terms for Financial Advisory Services
Advisory Account Appendix to the Compound Adviser Terms
Client Relationship Summary to the Compound Adviser Terms
Compound Advisers Brochure to the Compound Adviser Terms
Compound Tax Terms for Tax Services
Client Joiner Agreement
Terms of Service
eSign Disclosure and Consent
These are the agreements and other documents that establish and govern your client relationship with Compound Financial, Inc. (“Compound Financial”) and its subsidiaries Compound Advisers, Inc. (“Compound Advisers”) and Compound Tax, LLC (“Compound Tax”). Altogether we call ourselves, “Compound.” To become a client of Compound, you agree to the following agreements (the “Agreements”) and agree to be legally bound by their terms and conditions:
Before entering into the Agreements, you must read and consider the Agreements carefully and contact Compound to ask any questions you may have. By clicking “Continue” on our "Welcome to Compound" onboarding page (as described on that page), and by clicking that you agree on our account opening page (as also described on that page), or by digitally signing that you agree to the following terms and conditions, each action has the same legal effect as signing a paper version of each agreement. By clicking continue because you agree to these terms and conditions during the onboarding process, or by digitally signing that you agree with these terms and conditions, you acknowledge and agree that:
Basically, these are our agreements that require your consent in order to use our services. Please read and review them.
When you agree to the Services Agreement you are agreeing to resolve any dispute between you and Compound through binding, individual, private arbitration rather than in court. Please review carefully Section 19 of the services agreement for details regarding the waiver of your right to resolve disputes in court in favor of private arbitration.
Client acknowledges receipt of a copy of the services client agreement, including the above-referenced arbitration clauses, as well as form ADV Part 2A brochure and Part 3 CRS. Further, by clicking that you agree during the application process, you also acknowledge and agree that:
This is a services agreement (together with all its Schedules and Appendices, “Services Agreement”) for investment advisory, tax, and other financial services delivered through a technological solution we call the “Platform.” This Services Agreement will begin on the “Start Date” when all the people or entities entering into this Services Agreement have signed it. The people or entities that are entering into this Services Agreement are Compound Financial, Inc. (“Compound Financial”), on behalf of itself and Compound Advisers, Inc., a Delaware corporation that is an investment adviser registered with SEC Number 801-122303, and that is a wholly owned subsidiary of Compound Financial (“Compound Advisers”), and Compound Tax, LLC, a Delaware limited liability company this is also a wholly owned subsidiary of Compound Financial (“Compound Tax”), and the other people signing this Services Agreement whom we call the "Client" or “Clients.” All investment advisory services will be provided by Compound Advisers, all tax services will be provided by Compound Tax, and Compound Financial is primary responsible for developing and maintaining the Platform. Compound Financial, Compound Advisers and Compound Tax are referred to collectively herein as “Compound.” When we write, “Client” here, we mean each natural person or legal entity on whose behalf this Services Agreement has been signed. If the Clients want additional people to be added to this Services Agreement, each additional Client and all current Clients shall execute a Client Joinder Agreement substantially similar to the one shown in Schedule C. For the avoidance of doubt, each Client is responsible for its own obligations under this Services Agreement and is not responsible for the obligations of any other Client. Any Client may elect to be removed from this Services Agreement by notifying Compound Financial in accordance with these terms.
Basically, this is a services contract between you and Compound. We encourage you to read it carefully.
Compound Advisers will provide Client financial advisory, planning and investment management services, as set forth on Schedule A. Compound Tax will provide Client with tax consulting, tax compliance and tax controversy services, as set forth in Schedule B. Collectively these are the “Services.”
Basically, because we provide different types of regulated services, we offer them through different subsidiaries.
Basically, we are partially a tech company, and provide our services to you through a technological platform we build and maintain.
Client agrees that Compound will primarily communicate with Client in connection with the Services by electronic methods, including by email and posting information on websites we control, and, to the extent required by law and to protect your privacy, by sending Client a notice that directs Client to the Platform from which the information can be read and printed. Client understands that Compound reserves the right, however, to post communications on the Platform without providing prior notice to Client, or to send information to Client’s email address of record in accordance with this Section 8 (Confidentiality). Client agrees to check the Platform and email regularly, as Client may have no other means of knowing that information has been delivered to Client. Client agrees that all communications provided to Client in any of the ways described above will be deemed to have been good and effectively delivered to the Client when sent or posted by Compound or by the Client’s broker, regardless of whether Client actually or timely receives or accesses the information.
Basically, because we are a digitally-oriented business, we only use regular mail as needed. We communicate with you via electronic means as much as possible.
For the investment advisory, tax and other financial services, each Client shall pay, or shall cause to be paid, the fees set forth on Appendix A to the Services Agreement (the “Services and Fees Appendix”), unless an election is made to not receive a service for a given period (the “Fees”).
Depending on the specific Services elected, Compound shall provide Client with a detailed invoice for these Fees, setting forth the amount due for each service, no later than the end of each calendar quarter in arrears. Client will establish a payment method for payment of these Fees through the Platform, which Client may change at any time. While Compound Financial will charge you on behalf of Compound Advisers and Compound Tax, at no time will Compound Financial be providing investment advisory or tax services to you.
Fees payable to Compound will be pro-rated for any partial quarter. In the event that the Services Agreement is terminated during a quarter for which Fees have been paid in advance, any Fees previously paid in advance under the Services Agreement shall be refunded by Compound pro rata based on the number of calendar days remaining after the termination date in the quarter for which Fees have been prepaid. Notwithstanding the foregoing, each Client shall have five (5) days after the Start Date to terminate the Services Agreement without incurring any Fees, other than any transaction, custodial or similar Fees incurred prior to termination.
Basically, we operate a business and charge fees for our different services. You can cancel within five days of the start date of this services agreement without incurring any additional fees other than ancillary expenses. If beyond this initial five day period, you may also cancel with us anytime, though additional fees may be due for services already in progress for you, as further explained below in Section 9 (Term and Termination).
Client or such Client’s successor, as the case may be, shall promptly notify Compound in writing of (a) the dissolution, termination, merger or bankruptcy of such Client if such Client is other than a natural person, and (b) the occurrence of any other event which might affect the validity of the Services Agreement or Compound authority under the Services Agreement with respect to such Client (for example, death or incapacity, in the case of a natural person). All directions given and actions taken or omitted by Compound prior to the time that such notice is given to Compound and which would otherwise be appropriate under the Services Agreement shall be binding upon such Client and any successor or legal representative thereto. Each Client acknowledges and agrees that Compound shall have no obligation to initiate any inquiry with respect to such Client’s death, disability or incompetence and shall incur no liability for any action taken at such Client’s or such Client’s agent’s direction, or for any failure to act in the absence of such Client’s (or such Client’s agent’s) direction, prior to receiving written notice of (i) such Client’s death; (ii) a judicial determination of such Client’s (or such Client’s agent’s) disability or incompetence; or (iii) appointment of a guardian, conservator or other legal representative of such Client’s (or such Client’s agent) or such Client’s estate. No Client or any successor thereto shall hold Compound liable for any loss, damage or liability arising out of or based upon any action taken or omitted by Compound in accordance with this Section 5.
Basically, you must tell us if there is a change in status on your end, like death, insolvency, etc.
Client has full authority and power to engage Compound under this Services Agreement and to execute, deliver and perform the Services Agreement, and to bind those accounts and such accounts’ beneficial owners(s) to the terms of this Services Agreement as specified in Appendix A to Schedule A to this Services Agreement (the “Accounts”). Neither the execution and delivery nor the performance of this Services Agreement by a Client will violate any law, statute, order, rule or regulation or judgment, order or decree by any federal, state, local or foreign court or governmental authority, domestic or foreign, to which such Client is subject nor will the same constitute a breach of, or default under, provisions of any agreement or contract to which it is a party or by which it is bound. Any individual whose signature is affixed to this Services Agreement and/or any Appendix on behalf of such Client has full authority and power to execute this Services Agreement on behalf of such Client. Any such individual and/or such Client shall promptly notify Compound in writing of any event that could reasonably be anticipated to affect such individual’s authority under this Services Agreement. Client represents and warrants that its execution, delivery and performance of this Services Agreement will not cause it to violate any provisions in its charter, by-laws, partnership agreement, trust agreement or other similar agreements or instruments, including, such Client’s Investment Policy Statement (defined in Schedule A), if any, or any other related investment policies and procedures, if any.
Basically, you confirm that you can enter into this services agreement.
Any notice or other communication given by Client to Compound under the terms of this Services Agreement shall be executed or communicated by an individual who has been duly authorized by such Client. Compound shall be fully protected in acting upon any notice or other communication reasonably believed by it to be signed or communicated by an authorized individual, and Compound shall be under no duty to make any investigation or inquiry into the authority of such individual.
Basically, you agree that communications from you will only come from you or another authorized person permitted to communicate with us on your behalf, and, while we will use all reasonable care and good judgment, we will not need to engage in an investigation to determine the authenticity of messages we receive and have a good basis to believe are from you.
Each of Compound and each Client agree not to disclose each other’s name to the public or to use each other’s name without the prior written approval of such other party, except that such Client hereby consents to the disclosure by Compound Advisers of such Client’s and its Accounts’ names (including account number and banking details) to (a) the Custodian and its agents who have a need to know such Client’s or such Account’s name to provide Services necessary or appropriate for such Accounts, (b) brokers and dealers (including any futures brokers and futures commission merchants) whether executing or clearing to effectuate Compound Advisers’ trading activities on behalf of the Accounts, (c) financial instrument counterparties, including managers of investment funds (including Private Funds) and service providers to such investment funds, (d) auditors, lawyers and other service providers to Compound or Client and regulators with jurisdiction over Compound, such Client or such Account(s), and (e) among the Compound entities, as needed to provide the Services set forth herein.
Each Client agrees and acknowledges that this Services Agreement and all information and advice furnished by Compound to such Client and/or its Accounts, including, without limitation, business secrets and financial information of Compound and information evidencing Compound’s expertise, including Compound Advisers’ investment strategies and/or trading activities, is the exclusive and proprietary intellectual property of Compound that (a) must be treated as confidential by such Client, (b) must not be used for any purpose other than such Client’s or such Client’s consultant’s analysis of the performance of Compound, and (c) must not be disclosed, directly or indirectly, to third parties by such Client except (in the case of (b) and (c)) with the prior written consent of Compound. Notwithstanding the above, confidential information may be disclosed by Client if requested by or through, or related to a judicial, administrative, governmental or self-regulatory organization process, investigation, inquiry or proceeding, or is otherwise legally required. In addition, Client may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transactions described herein, and all materials of any kind (including opinions or other tax analyses) that are provided to Client relating to such tax treatment and structure.
Each Client acknowledges that, in the event Compound Advisers delegates discretionary investment authority to one or more unaffiliated investment managers or such Client instructs Compound Advisers to hire one or more unaffiliated investment managers, such investment managers will have access to and may store on such investment manager’s systems certain of such Client’s nonpublic personal information, including account information and any other personally identifiable financial information obtained by such investment managers through interactions between such investment managers and Compound Advisers in connection with providing advisory Services to such Client. Each Client understands and agrees that such investment managers and their service providers may be subject to different and potentially less stringent data protection regulations and requirements, and may observe different and potentially less stringent information security protocols than Compound. Each Client authorizes Compound to transmit the aforementioned information to or share with any such investment managers and their service providers, and each Client agrees that Compound will not be liable to such Client for any loss of or unauthorized access to such Client’s information by any third party in connection with or as a result of such transmission, sharing or storage.
Each Client acknowledges that, at Client’s request, Compound may refer the Client to other affiliated and non-affiliated service providers and provide information about Client to those other service providers (including name and contact information). Although Compound Advisers as a fiduciary will always refer providers that it believes will be the most helpful to the Client given the Client’s need, the Client understands that Compound does not endorse or affirm the quality of Services offered by another provider, and also is not responsible for the integrity of the non-affiliated provider’s systems and policies protecting Client’s personal information.
This Services Agreement shall be effective with respect to each Client as of the Start Date and shall continue until terminated by Compound or such Client as provided in this Services Agreement. For the avoidance of doubt, this Services Agreement may be terminated with respect to one Client or Account and not with respect to other Client(s) or Account(s).
This Services Agreement may be terminated either in full or with respect to a particular Account by Compound Advisers or the Client (or the Client to whom the Account belongs) with written notice to the other party.
All actions taken by Compound prior to the Start Date of the termination of the Services Agreement with respect to Client or Client’s Account shall be binding upon the related Client and such Account and any successor or legal representative thereto. Following the termination of the Services Agreement, all actions taken by Compound upon a Client’s instruction, shall be binding upon such Client and any successor or legal representative thereto.
If a party violates its obligations to be performed under this Services Agreement, the other party may terminate the Services Agreement by sending a termination notice to the other party. Upon receiving such notice, the defaulting party shall have fifteen (15) days from the date of such termination notice to cure any such default if such default is curable. If the default is not cured within the required fifteen (15) day period or is not capable of being cured, the party providing notice shall have the right to terminate the Services Agreement with immediate effect.
Basically, you can terminate this agreement in writing without prior notice to us, though, if it is beyond the first five days, we may have some final charges for work already in progress that we initiated on your behalf.
Compound may amend this Services Agreement with notice to the Client at the time of any material change. You agree to check the Sites or the Apps for notices of and actual amended versions of this Services Agreement. By keeping your client account with Compound or by continuing to use the Services provided by Compound without objecting to amendments or new versions of this Services Agreement, you agree to and accept all terms and conditions of any amendments to this Services Agreement, including any new or changed terms and conditions to it that may be posted to the Sites or App from time to time. Client agrees to monitor the Site and App for changes to these terms.
Basically, we can change this agreement without prior notice to you, though we will let you know if we do. That said, you can cancel this agreement without prior notice to us, and we will always give you at least 30 days prior notice of any changes in your fees.
Except as may be required by applicable law to be delivered in physical form, all notices and other communications contemplated by this Services Agreement shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail, (b) delivered personally, (c) delivered by overnight courier, or (d) delivered by electronic mail, to the following address:
If to Compound:
Compound Financial, Inc.
2261 Market Street #4013
San Francisco, CA 94114
Main: (415) 417-1180
Fax: (650) 275-4399
If to a Client: Notices to Clients shall be delivered in accordance with the methods of communication established in Section 3 (Communication).
Each Client hereby consents to receive any communications that are available for delivery by Compound in electronic format, such as via email. Such communications include, but may not be limited to, Compound Adviser’s Form ADV and Form CRS (and updates thereto), privacy statements, audited financial information, tax returns and tax-related documents, and reports and other communications relating to the Services provided under this Services Agreement. Each Client acknowledges that emails may be accessed by recipients other than such Client and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. Each Client understands and acknowledges that Compound gives no warranties in relation to these matters. If a Client has any doubts about the authenticity of an email or other electronic communication purportedly sent by Compound, such Client agrees to contact the purported sender immediately. By signing this Services Agreement, each Client consents to the sending of such statements, reports and communications regarding the Services provided under this Services Agreement as described above exclusively in electronic form without a separate mailing of paper copies. A Client may withdraw consent to receive communications electronically by writing to Compound at the address listed above. It is each Client’s responsibility to maintain a primary email address up-to-date so that Compound can communicate with such Client electronically. Each Client understands and agrees that, if Compound sends an electronic communication and such Client does not receive it because the primary email address on file is incorrect, out-of-date or blocked by such Client’s service provider, or such Client is otherwise unable to receive electronic communications, Compound will be deemed to have provided the communication to such Client.
Basically, here is where to send important information to each other.
To the extent not inconsistent with applicable federal law, including ERISA, if applicable, the interpretation and enforceability of this Services Agreement (and all amendments hereto) and the rights and liabilities the parties shall be governed by the laws of the State of California, without regard to conflict of law principles, and as such laws are applied to agreements entered into and to be wholly performed upon in the State of California by residents of the State of California. The parties expressly acknowledge and agree that this Services Agreement and their relationship and the activities contemplated hereunder have a significant, material and reasonable relationship with the State of California.
Basically, we are headquartered in California, so we apply that law to any disputes.
Except for the authority granted in this Services Agreement, the parties hereto shall be independent contractors and shall have no power or authority to bind the other parties or to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of any other party.
Basically, our relationship will be a vendor-client relationship and no other.
This Services Agreement may be executed in several counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same document. Facsimile, Portable Document Format (a/k/a "PDF") and any other electronic signature within the meaning of the Uniform Electronic Transaction Act (UETA), as amended, and the Electronic Signatures in Global and National Commerce Act (ESIGN), as amended, on any counterpart hereof, shall be deemed to be a true and legally binding signature with the same force and effect as an original. Upon request of a Party hereto, all Parties agree to manually execute an original of this Services Agreement.
Basically, as a matter of convenience, we don’t have to both sign the same copy of this services agreement for it to be mutually binding.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof.
Basically, this agreement can be enforced in parts if necessary.
This Services Agreement, including its Schedules and their Appendices, and the Investment Policy Statement(s) constitute the entire agreement of the parties and supersedes all prior or contemporaneous written or oral negotiations, correspondence, agreements and understandings, regarding the subject matter hereof.
Basically, no matter what may have been said or written before, this document is the whole services agreement between us, except for the section headings and “Basically,...” annotations, as discussed in Section 17 below.
Section headings and annotations (the summaries next to each paragraph on this page) are for convenience of reference and comprehension only, do not form part of this Services Agreement and shall not in any way affect the meaning or interpretation of this Services Agreement.
Basically, do not rely on this or any other section heading or annotation to interpret this services agreement. This section heading and annotation, like all others you see here, is only meant to assist you in navigating the services agreement, which constitutes all parts of this web page.
Sections 8 (Confidentiality), 9 (Term and Termination), 12 (Governing Law) and 19 (Arbitration) herein, Section 16 of Schedule A (Limitation of Liability; Indemnification) and Sections 7 (Limitation of Liability) and 8 (Indemnification) of Schedule B shall survive the termination of this Services Agreement.
Basically, the confidentiality, term and termination, governing law, arbitration, and the limitation of liability and indemnification provisions of the Advisory Services Schedule A will still be in force even if we terminate this services agreement.
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 Services Agreement or the Account, including the determination of the scope and applicability of the agreement to arbitrate, shall be resolved exclusively through binding arbitration conducted under the auspices of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration hearing shall be held in the county and state of the principal office of Compound at the time the dispute arises. 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 and tax businesses. 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’ Comprehensive 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’ Comprehensive 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 in the county and state of the principal office of Compound at the time the award is rendered or as otherwise provided by law. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including when seeking to confirm or vacate the award in court, unless otherwise required by law or judicial decision.
Basically, we use JAMS for our arbitration rules.
Notwithstanding anything herein to the contrary, or in any document or instrument executed and delivered in connection herewith, the parties agree that the representations, warranties, obligations, liabilities and indemnities of each Compound entity hereunder shall be several and not joint, and no Compound entity shall have any liability hereunder for any breach by any other Compound entity of any obligation of such Compound entity set forth herein.
Basically, the promises and obligations of each of our subsidiaries are meant to apply to just each of them respectively and not to all of Compound.
The waiver by Compound of a breach of or a default under any provision of this Services Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Services Agreement, nor shall any delay or omission on the part of Compound to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
Basically, we may choose to waive something that we have the right to enforce in this services agreement. If we do that, we do not give up our right to enforce any other part of it.
The Services and Fee Appendix to the Services Agreement (“Services and Fees Appendix” or “Appendix A to the Services Agreement”) provides for the Services and Fees from Compound for the Services selected by the Client in accordance with this Services Agreement. Please review Schedules A and B for further details regarding the Services and Fees for advisory and tax services respectively.
All Accounts for which Advisory Services will be provided in accordance with Schedule A to the Services Agreement shall be specified in the Platform. The Services and Fees may be updated from time to time by email, PDF and in the Platform in accordance with this Services Agreement.
The following sets out the Compound and sub-advisor Assets Under Management based fees and other expenses that apply to certain investment management services provided below should you elect to receive them.
Basically, this is a very important Appendix describing how we list the services you select and the fees that will apply.
30 BPS to Compound
Some ETF expenses
Some ETF expenses
10 BPS to Compound
20-35 BPS to sub-advisor
20-35 BPS to sub-advisor
14-20 BPS to sub-advisor
Compound Advisers will provide the financial planning, investment advisory and investment management services described in this Schedule A (collectively the “Advisory Services”). Compound Advisers will provide financial planning and investment advisory services through the Platform with respect to such cash, securities, financial instruments and other assets and liabilities as each Client, from time to time, records or causes to be recorded in the Platform, either manually or by adding them through an account integration partner, for such Client accounts that are specified in Appendix A to this Schedule A (each an “Account”). Compound Advisers will provide investment management services through the Platform with respect to such cash, securities, financial instruments and other assets as each Client, from time to time, deposits or cause to be deposited in such Accounts for supervision by Compound Advisers, together with all earnings, profits and proceeds and all substitutions made in such Accounts that are specified in Appendix A to this Schedule A. Except as otherwise provided in these Compound Adviser Terms, each Client may make withdrawals from its Accounts at any time upon notice to Compound Advisers. Each Client authorizes Compound Advisers to enter into arrangements on behalf of its Accounts in accordance with these Compound Adviser Terms. For the avoidance of doubt, a Client may have more than one Account covered by these Compound Adviser Terms. The parties agree that additional Accounts may be added to or removed from these Compound Adviser Terms through changes to the Platform within the duration of the Services Agreement, which shall constitute an amendment to the Services and Fee Appendix (Appendix A).
Basically, you allow us to advise you on the assets held within the financial accounts you register with us for that purpose.
Unless a Client elects on the Platform to receive only non-discretionary Advisory Services for an Account, each Client hereby retains and appoints Compound Advisers to act as the sole and exclusive investment adviser with discretionary investment authority with respect to all other Accounts held our our principal designated custodian Charles Schwab & Co., Inc. (“Schwab”). Compound Advisers hereby accepts such appointment and agrees to perform such services on the terms and conditions set forth in these Compound Adviser Terms.
If a Client elects to receive non-discretionary Advisory Services from Compound Advisers pursuant to these Compound Adviser Terms with respect to the Account(s) specified in the Platform that are established at Schwab, and that Client approves a particular purchase or sale of an asset in such an Account, Client hereby grants Compound Advisers the authority to execute that purchase or sale on the Client’s behalf for the Client's Account(s) at Schwab.
Client also retains Compound Advisers to provide additional services, as requested by Client from time to time, including the following:
Basically, you can engage us to make investment decisions on your behalf without seeking your prior approval before making trades. We (and the SEC) call this having “discretionary” authority over your accounts. If given discretionary authority, we will manage those accounts you register with us for that purpose. We can also provide additional services related to our investment management services to you, like lending coordination, cash flow analysis, etc.
Compound Advisers provides technology-driven investment advice. Client identifies certain risk and investment outcome preferences and goals via the Platform, and Compound Advisers then provides investment advice via the various features offered to Client through the Platform, some of which are optional. Compound Advisers’ advice is based on Compound Advisers’ investment methodology and certain information and preferences requested by Compound Advisers and provided by Client via the Platform, which will serve as the Investment Policy Statement. The Investment Policy Statement may be modified as Compound Advisers adjusts its investment methodology and Client updates Client’s information and preferences in the Platform. Subject to any Investment Policy Statement(s) separately agreed to by Compound Advisers and a Client and any restrictions applicable to the Account(s) communicated in the Platform (each, an “Investment Policy Statement”), Client, unless otherwise elected above, hereby grants Compound Advisers the full and exclusive discretion to manage all investments, reinvestments and other transactions for the Accounts as Compound Advisers deems appropriate according to how the Investment Policy Statement(s) applies to such Accounts. For the avoidance of doubt, some or all of a Client’s Accounts may be subject to the same Investment Policy Statement as defined for and by the Client in the Platform.
Compound Advisers’ discretionary investment advice will be based solely on information Client provides (in person, via the Platform or by phone or email) in response to the requests Compound Advisers makes. Compound Advisers relies on information provided by Client and cannot be held responsible for (i) any recommendations based on inaccurate or incomplete information or (ii) modifications Client makes to Platform that cause the Investment Policy Statement to differ from Compound Advisers’ recommendations. Inaccurate or incomplete information includes, but is not limited to, information that was once accurate or complete but becomes inaccurate or incomplete due to changes in Client’s circumstances. Client acknowledges that if Client provides false, inaccurate, or incomplete information to Compound Advisers, or fails to update provided information that is no longer accurate or complete based on changes in Client’s circumstances, the investment advice Compound Advisers provides may not match Client’s investment needs. Client agrees that if a material change occurs to Client’s goals, financial circumstances, or investment objectives, Client will promptly update Client’s information through the Platform, and Compound Advisers will adjust its investment advice as soon as reasonably practical in consultation with the Client.
Subject to any limitations set forth in the related Investment Policy Statement, Compound Advisers is hereby empowered, authorized and appointed as each Client’s agent and attorney-in-fact to act through any of its officers or employees to:
Compound Advisers shall notify a Client before entering into any investment-related arrangements with a third-party manager with respect to its Account(s), and shall provide such Client with copies of all material and operative documentation related to such arrangements including disclosure of any additional management or custodial fees charged by the third-party manager. Notwithstanding the foregoing, if a Client elects only non-discretionary Advisory Services with respect to one or more Accounts, Compound Advisers shall only be empowered to make securities recommendations regarding clauses (a) through (f) above.
“Securities” means any investment of every kind and nature and includes, without limitation, notes, bonds, debentures, commodity, participations, listed and unlisted options, stocks, mutual fund shares, contract rights of any kind (including futures contracts, options on futures contracts, interest rate swaps, credit default swaps, total return swaps and other swaps, forwards, repurchase and reverse repurchase agreements and the like), financial instruments, trust receipts, banker’s acceptances, bank loans and similar extensions of credit, evidences of indebtedness, stock indexes, warrants, convertible notes or rights to purchase or sell any of the foregoing and, in general, any other investment or investment strategy including related financing, interest or instrument commonly known as a “security” issued by any corporation, partnership, trust, association, firm, institution, limited liability company, other entity or government body, and Digital Assets (as defined below).
“Digital Asset” shall mean a digital asset (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “digital commodity”), such as bitcoin, which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value. For the avoidance of doubt, the parties confirm their intent that, for all purposes in connection with these Compound Adviser Terms, the term “Security” is to be interpreted in the broadest possible manner and will include all types of financial instruments (including derivatives), investments, or interests, whether in existence or available at the time the Services Agreement is entered into or thereafter created, conceived, developed, or made available, and whether or not commonly known as or defined under applicable law as a “security.”
“Private Fund” shall mean a feeder vehicle formed by Compound Advisers or an affiliate of Compound Advisers or a third-party manager, for the Client along with other people to invest in one or more illiquid private investment funds managed by a third-party manager. Whether or not Compound Advisers provides discretionary or non-discretionary investment advice to a Client under these Compound Adviser Terms, if Compound Advisers recommends that a Client invest in a Private Fund or an investment fund, such Client will be responsible for executing the subscription agreement to invest in the Private Fund or other investment fund and such Client shall designate the bank, custody or brokerage account into which all distributions and redemption payments shall be made.
Basically, here is the way we will manage assets held in your accounts on your behalf. You may further define how you would like us to manage your assets in our online platform and by speaking with a financial advisor.
Each Client acknowledges and agrees that these Compound Adviser Terms only relate to such Client’s assets in its Accounts and such Client recognizes that the assets in the Accounts do not constitute all of such Client’s assets and that Compound Advisers has no responsibility or liability for investing or diversifying any other assets of such Client (including Non-Advisory Assets, as defined below) other than those assets in the Accounts. If a Client elects to receive non-discretionary Advisory Services, Compound Advisers shall have no responsibility for diversifying the assets of the Client’s Accounts. Each Client is responsible for determining an appropriate overall diversification policy for such Client’s assets (other than those in its Accounts). Accordingly, in performing its services under these Compound Adviser Terms, Compound Advisers will not be required or expected to take into consideration the diversification of a Client’s assets in the aggregate or a Client’s assets outside its Accounts. If a Client informs Compound Advisers of assets not subject to these Compound Adviser Terms, Compound Advisers may consider them in connection with the determination of an appropriate asset allocation or investment strategy for the Client’s Accounts, but such consideration does not extend the advisory relationship to any such assets.
If Client so elects via the Platform, Compound Advisers may provide reporting services with respect to certain Client assets that are set out in the Platform or are designated as non-advisory assets on such Client’s report provided by Compound Advisers (“Non-Advisory Assets”). Client acknowledges and agrees that no investment advice will be provided with respect to Non-Advisory Assets, Compound Advisers is not responsible for any initial or ongoing due diligence on Non-Advisory Assets and Compound Advisers has no fiduciary obligation with regard to Non-Advisory Assets. Compound Advisers shall report the value of each Non-Advisory Asset to such Client, based solely on the valuations received by Compound Advisers from the managers of the Non-Advisory Assets or other third parties, but Compound Advisers shall not have any obligation to independently examine, confirm or revise Non-Advisory Assets valuations.
Basically, we will advise you regarding the diversification of your assets that you register with us for investment management and advice. We are also glad to help you keep track of your other assets through our online platform.
Compound Advisers charges two types of fees for Advisory Services, which depend on the Advisory Services selected and to which Client must agree to before starting an Advisory Service (the “Advisory Fee”). Depending on the Advisory Service, an Advisory Fee may be either an average percentage of Assets Under Management for the relevant period ("AUM"), or a single, pre-determined charge for the period (a "Flat Fee"). Compound Advisors communicates the AUM based Advisory Fees as may be applicable in Appendix A to the Services Agreement, and specifies the Flat Fee if applicable within the Client’s Appendix A to the Services Agreement, which may reference and provide this information on the Platform. Compound Advisers will promptly notify Client of any increase or decrease in the applicable Advisory Fee, which will be effective for the Account starting at least 30 days after Compound Advisers sends or posts such notice.
AUM based Advisory Fees due shall be calculated by multiplying the applicable AUM percentage fee disclosed in Appendix A to the Services Agreement by each of the daily net market values of the Accounts as of the end of each trading day for the preceding calendar quarter up to the close of trading on the New York Stock Exchange (“NYSE”) (herein, “close of markets”) at the end of the calendar quarter to be billed, and then dividing by the number of daily net market values in the billing period. Except as provided below, the fees due for each calendar quarter (consisting of the aggregate of the daily fee for each day in that calendar quarter) shall be due and payable in arrears no later than the first business day of the immediately following calendar quarter:
(a) If Client closes the Account, withdraws the entire balance of the Account, or otherwise terminates this Agreement on any date other than the last business day of the calendar quarter (except under the circumstances covered by Section 5(b)), Client shall pay any outstanding aggregate Advisory Fees pro-rated for the period from the day immediately following the last day of the last calendar quarter for which Client has paid, through the effective date of such withdrawal or termination.
(b) If, for any reason, Compound Advisers closes and liquidates all the positions held in the Account, Client will receive the proceeds of the liquidated portion of the Account net of any Advisory Fee due, and this Agreement shall terminate.
(c) If, for any reason, there is insufficient cash available in the Account to cover the Advisory Fees at the time they are charged, Compound Advisers, in its sole discretion, may cause certain Securities in the Account to be liquidated to allow the Advisory Fee to be deducted from the Account.
(d) Compound Advisers reserves the right, in its sole and absolute discretion, to reduce or waive the Advisory Fee for certain Client Accounts for any period of time determined by Compound Advisers. In addition, Client agrees that Compound Advisers may waive its fees for the Accounts of clients other than Client, without notice to Client and without waiving its fees for Client. In exercise of its sole and absolute discretion Compound Advisers may amend or terminate any reduction or waiver of the Advisory Fee. Compound Advisers will promptly notify Client of any increase or decrease in the reduction or waiver of the Advisory Fee. A change in the waiver or reduction of the Advisory Fee will be effective for the Account starting in the next month that begins at least 30 days after Compound Advisers sends or posts such notice.
Basically, we charge fees for our investment advisory and management services. There are different types of fees and different ways we calculate fees depending on which advisory services you receive.
If the Services Agreement is terminated, any assets of such Account that are invested in a Private Fund will be subject to the withdrawal restrictions of the relevant Private Fund and will be liquidated in accordance with the terms of the governing documents of the relevant Private Fund. Except as otherwise agreed to by Compound Advisers, upon termination with respect to an Account, Compound Advisers shall have no obligation whatsoever to recommend or take any action with respect to, or to liquidate, the Securities or other investments in that Account. Compound Advisers retains the right, however, to complete any transactions open as of the termination date, to liquidate positions if necessary or appropriate, and to retain amounts in that Account to effect their completion. Upon termination, it is the relevant Client’s responsibility to issue written instructions to Compound Advisers regarding assets in its Account(s).
Basically, if you decide to terminate the services agreement, we will have no further obligation to manage the assets in your registered accounts, and you allow us to conclude any ongoing financial transaction on your behalf that was initiated before termination. You will also need to tell us what you want us to do with the accounts we were managing on your behalf.
The assets in each Account shall be held for safekeeping with Schwab or another independent custodian designated by the Client (“Custodian”). If Client requires that assets be held at a Custodian other than Schwab, and is one that Compound Advisers did not select (which we refer to as a "Held-Away Account"), Client agrees that the Client will be entirely responsible for the fees and any other obligations that other Custodian requires. Each Client understands and agrees that under no circumstances shall Compound Advisers act as a custodian of any Account and shall not be liable to any Client for any act, conduct or omission by Custodian(s). Further, each Client understands and agrees that at no time will Compound Advisers have actual custody or physical control over any Account’s assets. Compound Advisers may, however, issue instructions to the Custodian as required in connection with the settlement of transactions, or otherwise as specifically instructed by the relevant Client or effected at the direction of Compound Advisers under these Compound Advisers Terms.
Basically, when you have us manage your assets for you, we will have you transfer them to accounts at Schwab or a third-party custodian we select, and will not have nor want any custody over your assets. You may ask us to manage assets held at another custodian that you choose, in which case you will be entirely responsible for any and all fees or other obligations that other custodian chosen by you requires.
Should Client elect to receive investment management services from Compound, Client hereby authorizes and directs Compound Advisers, in its sole discretion, to select one or more brokers and/or dealers through whom transactions for the Client’s Account(s) shall be executed. Client understands and agrees that Compound Advisers’ brokerage practices shall be consistent with the disclosure in its Form ADV Part 2A, as it may be amended from time to time.
Basically, as described above, this gives us the authority to choose a custodian on your behalf as your investment advisor
Unless otherwise specified in writing, Compound Advisers shall not be required to take any action, nor render any advice, with respect to voting of proxies. Each Client specifically retains the responsibility for the voting of proxies, including all matters relating to class actions, bankruptcies or reorganizations. Compound Advisers will instruct the Custodian(s) to forward any proxy materials, including all matters relating to class actions, bankruptcies or reorganizations, involving Securities in a Client’s Account(s) to such Client, and not to Compound Advisers. The Custodian(s), and not Compound Advisers, is responsible for timely transmission of any proxy materials to each Client. Notwithstanding the foregoing, if Compound Advisers accepts the responsibility for voting proxies for a Client, such Client acknowledges that Compound Advisers may delegate the authority to vote proxies, including on matters relating to class actions, bankruptcies or reorganizations, to unaffiliated investment managers that are selected by Compound Advisers and delegated discretionary investment authority to manage a portion of the Client’s Accounts’ assets.
Basically, unless you have a separate agreement with us, we do not currently advise you regarding voting on corporate matters as a company shareholder.
Each Client acknowledges that Compound Advisers provides Advisory Services to other clients. Each Client further acknowledges that Compound Advisers may, in Compound Advisers’ sole discretion aggregate purchases or sales of any security, instrument or obligation effected for such Client’s Accounts with purchases or sales, as the case may be, of the same security, instrument or obligation effected on the same day for the accounts of one or more of Compound Advisers’ other clients and/or for any of Compound Advisers’ officers, directors, shareholders, members or employees or any family member thereof, in accordance with disclosure provided in Item 12 of Compound Advisers’ Form ADV Part 2A, as it may be amended from time to time. Each Client further acknowledges that, to the extent then consistent with Compound Advisers’ current internal policies and procedures, (i) Compound Advisers may give advice, take action and effect transactions in the performance of its duties with respect to the Client’s Accounts that may be the same as, or may be different from, (A) advice given or (B) the time or nature of action taken or transactions effected, with respect to one or more of Compound Advisers’ other clients or for the accounts of any of Compound Advisers’ officers, directors, shareholders, members or employees or any family member thereof and (ii) Compound Advisers and/or any of Compound Advisers’ officers, directors, shareholders, members or employees or any family member thereof may have an interest in one or more securities, instruments or obligations in which transactions are effected for the Client’s Accounts or in any issuer thereof. Nothing in these Compound Adviser Terms shall be deemed to obligate Compound Advisers to recommend or effect for an Account a transaction in any security, instrument or obligation for which a transaction has been or may be recommended or effected for any other client, and/or for any of Compound Advisers’ officers, directors, shareholders, members or employees, or any family member thereof.
Basically, you understand that we advise many clients.
The Client acknowledges and agrees that Compound Advisers shall allocate recommendations or transactions among clients and accounts for whom such recommendation is made or transaction is effected as set forth in Item 12(B) of its Form ADV Part 2A, as it may be amended from time to time.
Basically, we allocate transactions as we say we do in Item 12(B) of our Form ADV Part 2A. Please let us know if you have any questions what that means after reading it.
Compound Advisers is engaged primarily as an investment adviser as described in Compound Advisers’ Form ADV and CRS. Unless otherwise required by law, Compound Advisers and/or any of Compound Advisers’ affiliates, officers, directors, shareholders, members, or employees may engage in any other business or render any other services to one or more persons without notice to the Client.
Compound Advisers and its affiliates and their respective directors, officers, shareholders and employees may devote as much of their time to providing the services required under these Compound Adviser Terms as Compound Advisers deems necessary and appropriate. Such persons are not restricted from entering into other investment advisory relationships, from forming additional investment funds, or from engaging in other business activities, even though such other activities may have investment objectives and/or strategies that are the same as, similar to, or contrary to the Accounts’ investment objectives and/or strategies. The Client acknowledges the foregoing conflicts of interest and additional conflicts of interest relevant to the Client’s Accounts set forth in Item 11 and elsewhere in Part 2A of Compound Advisers’ Form ADV, as it may be amended from time to time.
Basically, you acknowledge that Compound is in the business of providing advisory, tax and family office services to many clients. Compound Advisers, the registered investment advisor, discloses relevant conflicts of interest in its Form ADV Part 2A.
No assignment (as that term is defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) of this Schedule A to the Services Agreement with respect to a Client by Compound Advisers shall be effective without such Client’s consent unless otherwise permitted under the Advisers Act. Each Client understands that, while written notice will be provided and such Client’s written consent will be sought for any assignment, Compound Advisers may infer such Client’s consent to an assignment where Compound Advisers provides sufficient written notice, which shall be no less than thirty (30) days, to such Client of an actual or potential assignment, and such Client fails to respond timely to such notice or to terminate the Services Agreement in accordance with its terms. A Client may not assign any of its rights or obligations hereunder without the written consent of Compound Advisers, which may be granted or denied in Compound Advisers’ sole discretion. Subject to the foregoing, these Compound Adviser Terms will be binding upon, and inure to the benefit of, Compound Advisers and each Client and their respective successors and permitted assigns.
Basically, we will not assign this agreement to another advisor without your prior consent, unless we do not hear back from you for at least thirty days after trying to get your consent.
Each Client hereby acknowledges, represents and warrants to, and agrees with Compound Advisers as follows:
Basically, there are a lot of representations in this section 14 that you should read through in detail before signing the services agreement.
Client has the sole, exclusive and absolute discretion and authority to act for and on behalf of its Accounts, and there are no restrictions on the transfer or sale of any such Account’s assets.
Basically, you have the authority to manage the accounts, and have disclosed any restriction on our ability to manage your assets for you.
Client has not appointed any other investment manager with respect to the assets in its Accounts except as contemplated by these Compound Adviser Terms.
Basically, you have only engaged Compound Advisers, and no other investment advisor, to advise you regarding the assets in your accounts.
Client acknowledges receipt of Part 2A and 2B of Compound Advisers’ Form ADV (the “Form ADV” or the “Brochure”) linked to in Appendix C and the Client Relationship Summary on Form CRS linked on in Appendix B prior to the Start Date.
Basically, do not sign this services agreement unless you have received from our entire Form ADV Part 2 that we call our “Brochure,” and Part 3, which is our “Client Relationship Summary.” You will find links to these forms in Appendices B and C to this Schedule A.
Client, either alone or with such Client’s independent agent, has reviewed and understands the matters set forth in these Compound Advisers Terms and Compound Advisers’ Form ADV Parts 2 and 3 in Appendices B and C respectively. Client has received all information that it deems necessary or desirable in connection with its decision to enter into the Services Agreement incorporating this Schedule A.
Basically, you agree that you have read Compound Advisers’ Form ADV Parts 2 and 3 in all its parts and have let us know if you have any further questions.
Client acknowledges and agrees that Compound Advisers is not responsible for any fees, commissions, expenses or charges related to (i) custodial services provided for its Accounts, (ii) transactions effected for its Accounts or (iii) any other service provided for its Accounts by any person other than Compound Advisers.
Basically, we do not currently offer what is known as a “wrap fee” program. So you will still be responsible for incidental custodial and trading costs from Schwab or other custodian.
Client acknowledges that the past performance results achieved by accounts supervised and/or managed by Compound Advisers and its employees may not be indicative of the future performance results of such Client’s Accounts.
Basically, you should not assume our future performance based on our past performance.
Client acknowledges and agrees that (a) investments made by Compound Advisers for such Client’s Accounts are subject to various market, currency, regulatory, economic, political, business and other risks and may not always be profitable; (b) Compound Advisers cannot guarantee the performance of such Client’s Accounts or any specific level of performance of such Accounts; (c) Compound Advisers makes no warranty, express or implied, that the objectives of such Accounts will be met, that any investment will be profitable, that any level of performance or investment results will be achieved or that such Accounts will perform comparably with any benchmark, standard or index; and (d) no assurance can be given that Compound Advisers’ management of such Accounts will be successful or that Compound Advisers’ performance for other clients can be replicated for such Accounts. Furthermore, such Client understands that Compound Advisers or investment managers may frequently buy and sell shares of funds and Securities held in such Client’s Accounts and that such transactions may result in added costs, delayed performance and adverse tax consequences.
Basically, investing is risky, and trading can create additional trading costs.
Client understands that an investment in digital assets involves a substantial risk of loss. Digital assets include the “bonding”, “baking” or “staking” of tokens and other digital assets. Decentralized digital assets utilize cryptography, commonly referred to as “cryptocurrencies” (such as Bitcoin, Ethereum, etc.), as well as related protocols, projects, options, derivative instruments and companies (collectively, the “Digital Assets”). Client acknowledges that (a) it is solely responsible for understanding and accepting the risks involved in investing in, buying, selling and holding digital assets; (b) Compound Advisers has no control or influence over such risks; and (c) Compound Advisers shall not be liable for any loss in the value of digital assets, including loss that occurs in connection, directly or indirectly, those risks.
Basically, investing in digital assets is especially risky.
Client has carefully read and understood the risk factors in Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) to Compound Advisers’ Form ADV Part 2A (the “Brochure”) found in Appendix C to these Compound Adviser Terms, as it may be amended from time to time.
Basically, you really agree that you have read our Form ADV Part 2A, Section 8 titled, Methods of Analysis, Investment Strategies and Risk of Loss, and have no further questions.
Client shall promptly notify Compound Advisers in writing of any material changes to such Client or such Accounts of which Compound Advisers would not otherwise have actual knowledge. Without limiting the foregoing, Client shall promptly notify Compound Advisers of any change that will or has affected the legal ownership or control of the Account, such as separation or divorce, and in such event, Compound Advisers may (a) suspend its services under this Schedule A to the Services Agreement until it receives assurance from Client that Compound Advisers deems necessary to resume its services, or (b) require instructions authorized by all account owners. Notwithstanding the foregoing, neither Compound Advisers nor any of its employees, officers, directors, agents, or affiliates will be liable for any claims, losses, damages, liabilities, and expenses (including attorneys’ fees and other litigation expenses) that Client or the Account(s) suffers because Compound Advisers acts or refrains from acting pursuant to this section 14.9.
Basically, you must tell us if anything changes regarding your situation or that of your accounts, and we will do our best to accommodate those changes for your benefit as we are notified, but cannot beheld responsible for the changes all the same unless we agree to modify this agreement to accommodate the changes after we are notified by you of them.
None of (a) such Client, (b) such Client’s Accounts, (c) any person controlling or controlled by such Account(s) or Client, (d) any person having a beneficial interest in such Account(s), or (e) any person for whom such Client is acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with such Account(s) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or in the Annex to United States Executive Order 132224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, nor are they otherwise a party with whom a U.S. person is prohibited from dealing under the laws or regulations of the United States. Client further represents that the monies used to fund such Accounts are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country under a U.S. embargo enforced by OFAC. Client further represents and warrants that such Client: (i) has conducted thorough due diligence with respect to all of the beneficial owners of such Accounts, (ii) has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds and (iii) will retain evidence of any such identities, any such source of funds and any such due diligence. Client further represents that such Client does not know or have any reason to suspect that (x) the monies used to fund such Accounts have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, and (y) the proceeds from such Accounts will be used to finance any illegal activities.
Basically, you agree that you are not laundering money.
None of (a) such Client, (b) such Client’s Accounts, (c) any person controlling or controlled by such Account(s) or Client, (d) any person having a beneficial interest in such Account(s), or (e) any person for whom such Client is acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with such Account(s) has been designated by the Secretary of the Treasury under Section 311 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) as warranting special measures due to money laundering concerns (any such country or territory, a “Non-cooperative Jurisdiction”), or an entity or individual that resides or has a place of business in, or is organized under the laws of, a Non-cooperative Jurisdiction.
Basically, you agree that neither you nor those involved with your accounts is either a terrorist or is in a country that doesn’t cooperate with the United State to try and stop terrorism.
None of (a) such Client, (b) such Client’s Accounts, (c) any person controlling or controlled by such Account(s) or the Client, (d) any person having a beneficial interest in such Account(s), or (e) any person for whom such Client is acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with such Account(s), is a “senior foreign political figure”, an “immediate family member” of a “senior foreign political figure” or a “close associate” of a “senior foreign political figure” within the meaning of the implementing regulations of Section 312 of the USA PATRIOT Act.1
1 A “senior foreign political figure” is any current or former senior official (i.e., an individual with substantial authority over policy, operations, or the use of government-owned resources) in the executive, legislative, administrative, military, or judicial branches of a non-U.S. government (whether elected or not); any senior official of a major non-U.S. political party; any senior executive of a non-U.S. government-owned commercial enterprise; or any corporation, business or other entity formed by, or for the benefit of, any such individual(s). Immediate Family Members typically include spouses, parents, siblings, children, and spouses’ parents or siblings. A “Close Associate” of a Senior Foreign Political Figure is a person who is widely and publicly known to maintain an unusually close relationship with such Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial U.S. and non-U.S. financial transactions on behalf of a Senior Foreign Political Figure.
Basically, you agree that neither you nor those involved with or those who have an interest in your accounts is a senior foreign political figure or is related to one in a country that is not cooperative with the United States in trying to stop terrorism.
Client (a) acknowledges that Compound Advisers may require further identification or documentation of such Client, such Account(s) and/or any person having beneficial interest in such Account(s) in order to comply with the applicable U.S. Bank Secrecy Act (as amended by the USA PATRIOT Act) and the U.S. Money Laundering Control Act of 1986, as amended, or any similar U.S. federal, state or other applicable regulation or laws (collectively, “Anti-Money Laundering Laws”) or applicable OFAC requirements, and (b) agrees to provide promptly such further identification or documentation upon request by Compound Advisers.
Basically, we may require some more information to verify your identity and those who are involved with or have an interest in your accounts.
Client understands and agrees that Compound Advisers may be obligated to “freeze” such Account(s) pursuant to, or to comply with, Anti-Money Laundering Laws, eitherby prohibiting additional contributions and/or declining any withdrawal requests with respect to such Accounts, in compliance with governmental or other applicable regulations.
Basically, the government may require us to freeze one or more of your accounts if it suspects that you are laundering money.
Client acknowledges that Compound Advisers may verify, among other things, such Client’s identity and the source of such Client’s funds to ensure that such Client is not a person, or acting on behalf of a person, that Compound Advisers or its affiliates are legally precluded from doing business with or that such Client’s funds have not been acquired through illegitimate means. Client agrees to make every reasonable effort to comply in a timely manner with any request from Compound Advisers for documents or other information concerning such Client, such Client’s business or such Client’s funds. Client acknowledges and agrees that Compound Advisers may refuse to establish an Account or may close an Account or terminate the Advisory Services to the Services Agreement with respect to such Client or one or more of its Accounts if Compound Advisers is unable to verify, among other things, such Client’s identity or the source of such Client’s funds. Compound Advisers and its affiliates shall not be responsible for any losses or damage (including, but not limited to, lost opportunities) resulting from any failure to provide this information, or from any restriction placed on, or closing of, such Client’s Accounts.
Basically, you agree to help us make sure you are not laundering money.
Client acknowledges that Compound Advisers’ affiliate, Compound Tax (see Schedule B), provides all tax or accounting advice from Compound. Compound Advisers does not provide this information. No advice provided by Compound should not be construed as a substitute for legal counsel. Please note that Client may have an economic and taxable gain or loss when Securities are sold or redeemed. Distributions may be taxable as ordinary income. Client is responsible for all tax liabilities arising from transactions in such Client’s Accounts. Client is also responsible for the adequacy and accuracy of any positions taken on such Client’s tax returns, for the actual filing of such Client’s tax returns and for the remittance of tax payments to taxing authorities. Tax laws and regulations change frequently, and their application can vary widely based on the specific facts and circumstances involved. Client understands that if client elects to receive discretionary investment management services, Compound Advisers, like any investment manager, may buy and sell shares of funds and Securities held in such Client’s Accounts fairly often and that each purchase and sale may be a taxable event for such Client. If Client has elected to receive discretionary investment management services, Compound Advisers may seek to apply tax-sensitive investment management strategies (including tax-loss harvesting) at its discretion, primarily with respect to determining when assets in an Account should be bought and sold. Compound Advisers relies on information provided by such Client in Compound Advisers’ effort to apply these strategies. Compound Advisers does not actively manage for alternative minimum taxes; state or local taxes; foreign taxes on non-U.S. investments; or estate gift or generation- skipping transfer taxes. Compound Advisers can make no guarantees as to the effectiveness of any tax-sensitive investment management strategies or Compound Advisers’ ability to deliver better after-tax returns.
Basically, trading in your accounts can cause tax consequences for which you should seek qualified tax advice. Tax advice on which you can rely can only come from either Compound Tax or a third-party tax advisor, but not from Compound Advisers, the Registered Investment Adviser.
Client represents and warrants that such Client is a “U.S. person” as that term is defined under (i) Regulation S of the Securities Act of 1933, as amended, and (ii) Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.
Basically, you agree that you reside in the United States.
Client represents that such Client is not an investment company as that term is defined in the Investment Company Act of 1940, as amended.
Basically, you agree that you are not a fund.
(A) The persons executing the Services Agreement (i) have consulted their own investment advisers and legal counsel regarding these Compound Adviser Terms as needed; and (ii) have not relied on any advice from any unnamed person that has formed or will form a primary basis for the decision to deposit or withdraw from such Accounts; and (B) has evaluated the risks of investing the assets of the Account and understands there are substantial risks of loss incidental to investing the assets of the Account.
The foregoing representations and warranties set forth in this Section 14 shall continue during the term of the Services Agreement with respect to such Client, and if, at any time any of the foregoing representations or warranties become untrue or inaccurate with respect to such Client or one of its Accounts, such Client shall promptly notify Compound Advisers. Furthermore, such Client acknowledges that such Client must promptly notify Compound Advisers of any change in such Client’s objectives, goals, restrictions or any material factors affecting such Client. Any information provided by such Client to Compound Advisers relating to these Compound Adviser Terms shall be provided for the purpose of assisting Compound Advisers in the performance of its investment duties.
Basically, you along with any disclosed third-party advisors you may have involved in this decision, made the decision to enter into this services agreement and schedule, and you will update us if your agreement with these representations and warranties changes changes in anyway.
Compound does not accept any Clients under these Compound Adviser Terms that is a non-natural person whose assets are treated as “plan assets” of a pension or other employee benefit plan (a “Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”).
Basically, we do not serve retirement or employee benefit plans as clients. Sorry.
For each Client who elects investment management services, Compound Advisers shall provide or cause the Custodian to provide to the Client for each Account that is not a Held-Away Account: (a) notification of each transaction effected for Client’s Accounts, and (b) statements of Client’s Accounts, including the account value, on a quarterly basis. Compound Advisers shall direct the Custodian to provide to each Client with respect to its Accounts that is not a Held-Away Account an account statement, at least quarterly, identifying the amount of funds and of each security in such Accounts during such period and setting forth all transactions in such Accounts during that period. Each Client receiving investment management services acknowledges that such Client is urged to compare information provided in reports by Compound Advisers with all statements provided by the Custodian.
Basically, Schwab or other third party custodian we may select and use on your behalf, will send reports to you separately apart from us so you can independently verify transactions in your accounts with them.
If a Client requests Compound Advisers to include in its reporting the value and performance of Non-Advisory Assets, such assets as identified in the Platform may be subject to Compound Advisers’ fees pursuant to the Compound Service and Fee Summary (Appendix A to the Services Agreement). Compound Advisers may charge such Client, in certain circumstances, a separate fee for providing this additional reporting service; if a separate fee is to be charged, Compound Advisers and such Client shall agree to the amount of such fee prior to Compound Advisers providing the additional reporting services contemplated in this Section 16.2. The separate fee for the additional reporting service may be amended at any time by mutual agreement of Compound Advisers and such Client, or upon ninety (90) days’ prior written notice by Compound Advisers to such Client, unless such Client provides written notice to Compound Advisers objecting to the proposed amendment prior to the expiration of the 90-day period. Compound Advisers may in its discretion terminate providing the additional reporting service at any time. Client acknowledges and agrees that, if Compound Advisers provides performance reporting for Non-Advisory Assets, Compound Advisers has no fiduciary obligation with regard to those assets. “Net Asset Value” of an Account shall mean an amount determined as of the last day of each calendar month (or such other date as selected by Compound Advisers) that is equal to the Account balance as of such date, after taking into account the allocation of any net profit or net loss to the Account, as determined by the Custodian. The Net Asset Value of any Account shall be determined net of margin and short positions and inclusive of accrued interest and dividends.
Basically, upon your request, we can report your assets to you that are not included in the financial accounts we manage on your behalf. We may need to charge an additional fee for this additional reporting with your prior approval, but most likely will not.
Compound Advisers assumes no responsibility under these Compound Adviser Terms other than to render the services called for hereunder in good faith and in a professional manner. Compound Advisers shall not be liable to any Client or to any Client’s successors or legal representatives for honest mistakes in judgment or for losses due to such mistakes or for any other loss or damage arising out of or based upon any act or omission by Compound Advisers, including Compound Advisers’ recommending, effecting or failing to recommend or effect any transaction, unless Compound Advisers is adjudged to have breached a fiduciary duty owed to such Client or engaged in willful misconduct, fraud or gross negligence with respect to such Client. In any event, Compound Advisers shall not be responsible for any loss or damage incurred by reason of any act or omission of any custodian, broker or dealer, any other third party whether appointed by a Client or chosen in good faith by Compound Advisers. Notwithstanding the foregoing, federal and certain state securities laws and, to the extent applicable, ERISA (as defined below) 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 a Client may have under any federal or state securities law or ERISA, if applicable.
Basically, we promise to do our best to serve you as your fiduciary advisor, but cannot be held responsible for investment outcomes or inadvertent mistakes. Nonetheless, you may have additional recovery rights under state or federal laws, which still apply regardless of what we agree to here.
For Clients electing to receive investment management services, Compound Advisers gives no warranty as to the performance or profitability of any Client’s Account(s), nor any guarantee that an Account’s investment objectives, expectations or targets described in these Compound Adviser Terms will be achieved, including, without limitation, any risk control, risk management or return objectives, expectations or targets, or that a Client’s Account(s) will perform comparably with any standard, index or benchmark, including performance achieved by any other client account managed by Compound Advisers. A Client’s investment in its Account(s) may suffer loss of principal, and income, if any, generated thereby may fluctuate. The value of an Account investment may be affected by a variety of factors and risks, including, but not limited to, economic and political developments, currency, interest rates and issuer-specific events, market conditions, sector positioning, and other factors. Each Client recognizes that any opinions, recommendations and actions of Compound Advisers will be based on advice and information from other third parties that are believed to be reliable, but which are not guaranteed by or to Compound Advisers.
Basically, we do not guarantee investment outcomes.
Compound Advisers is not responsible for the performance by any third-party manager (including a third-party manager affiliated with Compound Advisers) of such person’s commercial obligations in executing, completing or satisfying such person’s obligations. In addition, neither Compound Advisers nor any of its affiliates is, or will be considered to be acting as, an underwriter, distributor or placement agent for any Account investment. Compound Advisers and its affiliates will not be responsible for any misstatement or omission contained in any prospectus, memorandum, marketing materials, organizational or disclosure document, or brochure relating to an Account investment, or any other information relating to an Account investment or any service that was approved by the third-party manager or sponsor or issuer of such Account investment for distribution to potential investors or for any losses attributable to such a misstatement or omission.
Basically, we are not responsible for the performance of third-party managers.
Each Client and its Accounts shall, to the fullest extent permitted by law, jointly and severally indemnify and hold harmless Compound Advisers, its members, officers, directors, employees and affiliates (each, an “Compound Advisers Indemnified Party”) from and against any and all losses, claims, liabilities, damages, expenses (including reasonable attorneys’ fees) or costs suffered, incurred or sustained by an Compound Advisers Indemnified Party in connection with or relating to such Indemnified Party’s conduct of the business or implementation of the transactions contemplated by these Compound Adviser Terms or the actions otherwise implementing or acting in accordance with these Compound Adviser Terms with respect to such Client and its Accounts, except to the extent that a court of competent jurisdiction has finally determined in a non-appealable judgment that such losses resulted from such Compound Advisers Indemnified Party’s breach of fiduciary duty, willful misconduct, fraud or gross negligence. Client’s and the Account’s indemnification obligation shall survive the termination of the Services Agreement. Notwithstanding the foregoing, federal and certain state securities laws and, to the extent applicable, ERISA (as defined below) 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 law or ERISA, if applicable.
Basically, you agree to indemnify and hold us harmless for any consequences resulting from our performing these services for you, unless a court finally decides that we breached our fiduciary duty to you, or acted with willful misconduct, fraud or gross negligence. Nonetheless, you may have additional recovery rights under state or federal laws, which still apply regardless of what we agree to here.
The rights of any Compound Advisers Indemnified Party to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such person may otherwise be entitled by contract or as a matter of law or equity. Nothing in this Section 17 shall limit any lawful rights to indemnification existing independently of this Section 17.
Basically, because we discuss our indemnification rights here, it doesn’t limit any other indemnification right we may otherwise have.
Prior to the final disposition of any claim or proceeding with respect to which any Compound Advisers Indemnified Party may be entitled to indemnification hereunder, in Compound Advisers’ sole discretion, a Client may pay to the Compound Advisers Indemnified Party, in advance of such final disposition, an amount equal to all expenses of such Compound Advisers Indemnified Party reasonably incurred in the defense of such claim or proceeding so long as such Client has received a written undertaking of such Compound Advisers Indemnified Party to repay to such Client the amount so advanced if it shall be finally determined that such Compound Advisers Indemnified Party was not entitled to indemnification hereunder.
Basically, you may pay an indemnification amount to Compound before any final court action so long as we provide you with a written agreement that we will pay such amount back to you if a court decides that we should not have have been indemnified by you.
Compound Advisers shall not be liable for any loss to a Client caused directly or indirectly by circumstances beyond Compound Advisers’ control, including, but not limited to, government restrictions, exchange or market rulings, actions affecting securities or commodity exchanges including suspensions of trading or extensions of trading hours, acts of civil or military authority, national emergencies, labor difficulties, fires, earthquakes, floods or other catastrophes, acts of nature, wars, acts of terrorism, riots or failures of communication or power supply.
Basically, we are not responsible for events outside our control.
If you elect to receive investment management services, the list of Accounts to be managed by Compound Advisers, please refer to the Client’s online dashboard within the Platform found at https://app.withcompound.com
You will need to list the financial accounts you want us to advise you on and manage on your behalf in our online dashboard that is part of our platform.
You may find a copy of our Client Relationship Summary (“Form CRS”) at this link: https://reports.adviserinfo.sec.gov/crs/crs_306341.pdf
Our Client Relationship Summary suggests some important questions to ask us, and may prompt you to ask some other ones important to you.
Here are key people responsible for delivering our advisory services to you.
Compound Tax agrees to provide the Client with the tax services that are specifically described and identified in the Compound Services and Fee Summary (Appendix A to the Services Agreement) and related engagements, and made a part of the Services Agreement, as may be updated, supplemented or replaced from time to time (collectively, the “Tax Services”).
Basically, this is the tax services schedule, and we will need you to complete a tax services engagement for each new tax year or years, or tax consulting or representation project, for which we provide tax services to you.
The additional terms and conditions for Tax Services set out in Services and Fee Summary and the related engagements are incorporated in this Schedule B. We will require you to execute a new engagement for the tax year or years you would like us to do annual tax compliance, and for each tax consulting project you would like us to perform outside of our ordinary ongoing tax advisory and planning services related to your annual tax compliance. The engagements may be incorporated into and executed through the Platform.
Basically, if you receive tax compliance services from us, you will need to agree to a new engagement every year, and if you receive tax consulting services from us, you will need to agree to a new engagement for every new project.
Client will be solely responsible to supply in a timely manner to Compound Tax all information, materials, data, and documents necessary to perform the Tax Services agreed under these Compound Tax terms (“Client Tax Information”). Client acknowledges and agrees that the accuracy of the Client Tax Information supplied to Compound Tax is the sole responsibility of the Client. Compound Tax shall not be held responsible for the production of inaccurate financial statements, records and billings, or any other financial reports if the Client submits inaccurate Client Tax Information.
Basically, you agree that you are responsible for the accuracy of the information you provide to us, and it is very important that you provide information and documents to us quickly so we may advise you or prepare your tax returns in a timely way.
In the event of an unreasonable delay by Client in providing Client Tax Information to Compound Tax, and including any delay resulting in suspension of Tax Services as described below, such that regular or monthly Tax Services cannot be provided on schedule and in the ordinary course of Compound Tax’ business, and requiring Compound Tax to expend unanticipated time and resources to get Tax Services for the Client “caught up” and back on the ordinary schedule, Compound Tax shall be entitled to assess a “catch-up” charge to Client in order to compensate for the unscheduled and expedited use of Compound Tax resources necessary to bring Client’s account back on schedule. The catch-up charge shall be determined and assessed within ninety (90) days after the completion of the expedited Tax Services and shall not exceed twenty (20%) percent of the ordinary fees for the Tax Services for the period impacted by the catch-up charge.
For extreme and unusual delays requiring a lot more time and effort on our part, we may apply an additional charge up to twenty percent of our ordinary tax fees to compensate for the additional time and effort we incur getting the information from you.
If Client Tax Information is not provided to Compound Tax within 30 days after it is requested, Compound Tax may suspend all work until all requested Client Tax Information is delivered to Compound Tax, and further Compound Tax may withdraw from the engagement and terminate the Tax Services portion of the Services Agreement if the Client Tax Information is not provided within 90 days of the request.
Basically, we may stop your tax engagement if thirty days pass without receiving requested information from you, and we may cancel your tax engagement if ninety days pass with the same delay, though we sincerely hope to never do either.
If Compound Tax is asked to disclose any privileged communication, unless Compound Tax is required to disclose the communication by law, Compound Tax will not provide such disclosure until the Client has had an opportunity to argue that the communication is privileged. If at that time Client provides notice to Compound that the requested information should be protected as privileged, Client agrees to pay any and all reasonable expenses that Compound Tax incurs, including legal fees, that are a result of attempts to protect any communication as privileged. In addition, it is Compound Tax’s policy not to release information to third parties, such as banks and lending institutions, without Client’s specific, written approval.
Basically, we hold your information in confidence as privileged client-tax advisor communication if you ask us to keep it so, but the government or a third party may ask us for it. We promise not to release any of your information until we have your approval to do so, or you have had a chance to dispute such a request in court. If you tell us to protect your information as privileged, you will be responsible for paying us for all reasonable expenses we incur, including legal costs, in our attempt to keep your information privileged and confidential.
It is Compound Tax’ policy to keep records related to an engagement for seven (7) years, after which period they are destroyed. However, Compound Tax does not keep any original Client records, so Compound Tax will return those to the Client at regular intervals during the engagement if Compound receives any original Client Tax Information. When the records are returned, it is Client’s responsibility to retain and protect the records for possible future use, including potential examination by any government or regulatory agencies.
Basically, we will retain electronic copies of your tax records for a period of seven years, but we do not keep any original documents, and will return those to you if you send them to us.
Tax fees may be amended at any time by mutual agreement of Compound and a Client or upon thirty (30) days’ prior written notice by Compound to a Client, unless such Client provides written notice to Compound objecting to the proposed amendment prior to the expiration of the 30-day period.
Basically, we will provide you thirty days’ advance notice of any changes in fees, following which time they will be made unless you object to them during the thirty day notice period.
Client agrees to reimburse any extraordinary, pre-approved out of pocket expenses incurred by Compound Tax in connection with the Tax Services, including things like travel expenses if needed and tax fees Compound may pay on your behalf, with proof of payment to be provided to you at the time of the reimbursement request.
Basically, you will need to reimburse us for pre-agreed, extraordinary expenses we incur for you.
Client acknowledges that any estimated annual fees for the Tax Services described in Appendix A to the Services Agreement, but for extraordinary one-time catch-up or project based work, have been spread into quarterly payments for Client’s convenience, but that at any time, depending on the level of Tax Services provided, the actually incurred fees may exceed the total of the quarterly payments actually made or invoiced to date during the term. Should a Client elect to terminate these Compound Tax terms for any reason, Compound Tax shall have the right to accelerate and invoice any and all accrued fees for Tax Services that have been previously rendered but not yet invoiced.
Basically, we will bill you for services on a quarterly basis for your convenience, but for work that is seasonal like tax compliance and filing, if you terminate immediately after the work is done, we may charge you a catch-up charge to cover that work.
You are responsible for providing all of the information and documentation necessary to prepare complete and accurate income tax returns. The scope of our services hereunder does not include any procedures designed to discover inaccuracies, defalcations or other irregularities, should any exist. You should retain all documents, canceled checks and other data that form the basis of claimed income and deductions. These may be necessary to prove the accuracy and completeness of the returns. You are legally responsible for the accuracy of your income tax returns and, therefore, you should review them carefully before you sign them.
Basically, in order to serve you well, we require that you provide us with timely and accurate information.
We will use professional judgment in resolving issues where tax law is unclear, or where there may be conflicts between the taxing authorities' interpretations of the law and other supportable positions. Unless otherwise instructed by you, we will attempt to resolve such issues in your favor to minimize tax liability whenever possible.
Basically, when in reasonable doubt, we try to determine your tax obligations in your favor, but taxing authorities may disagree.
We will file all returns electronically when possible. However, you may opt out of the e-filing program. Please notify us immediately if you desire not to have your return e-filed so that we may provide the forms(s) necessary to opt out. Unless you timely notify us of your desire to opt out of the e-filing program, we will prepare your returns to be e-filed.
Basically, like with most things Compound, we try to file your taxes electrically, but some state and local jurisdictions may require us to file by paper. Please let us know if there is some reason you would like us to file your returns by paper even when not required.
Any person or entity subject to the jurisdiction of the United States having a financial interest in, or signature or other authority over, bank accounts, securities, or other financial accounts having a value exceeding $10,000.00 in a foreign country, shall report such relationship. Failure to disclose the required information to the U.S. Department of Treasury may result in substantial civil and/or criminal penalties. If you and/or a legal entity that you control have a financial interest in any foreign accounts, you are responsible to provide Compound Tax with all information necessary to prepare and e-file forms required by the U.S Department of Treasury on or before April 15th of each tax year. Compound Tax shall assume no liability for penalties associated with the failure to file or untimely filing of any of these forms.
Basically, if you have foreign bank accounts, you need to disclose them to us and the U.S. government.
The law imposes various penalties when taxpayers understate their tax liability. Your returns may be selected for review by the taxing authorities. In the event of a government tax examination, we are available upon request to represent you. Such representation is not within the scope of a compliance engagement and the fees and expenses for such representation, and will be invoiced separately under a separate tax controversy engagement. Any proposed adjustments by the examining agent are subject to certain rights of appeal with which we can also assist under separate engagement.
Basically, the government may audit you. In the event of an audit we may charge an additional fee dependent on scope. A simple tax notice can usually be cleared up with a phone call. If we need to do more in-depth work, we may charge an hourly rate.
The Affordable Care Act (ACA) added various new health insurance mandates, penalties, and credits beginning in 2014. Our services in connection with a Tax Services engagement are not designed to address the legal or regulatory aspects of your compliance with the Affordable Care Act. In preparing your individual tax returns, we will rely on the information you provide regarding the ACA mandates and you agree to accept full responsibility for the accuracy and completeness of this information, as well as your compliance with the ACA. As such, we will not be responsible for any taxes, penalties, or interest that may be assessed.
Basically, the ACA created a number of new tax obligations that you may need to consider.
The fee for our recurring or one-time Tax Services will be based upon the number of forms you are required to file, the amount of time we require to advise you or prepare your returns, and the overall complexity of your tax situation. Additionally, this fee is dependent on the availability, quality, and completeness of your records. A schedule of our fee rates will be provided separately upon your request. Payment for service is due as set forth in the Services Agreement to which this Schedule B is a part. We cannot transmit the returns to the taxing authorities until we have a signed authorization. Therefore, if you have not provided our firm with your signed authorization documents, we will place your return on extension even though it might already have been completed. In that event, you will be responsible for ensuring any payment due with the extension is timely sent to the appropriate taxing authorities. You will be responsible for any additional costs our firm incurs arising from the extension preparation. A $25.00 fee will be charged for all items returned for insufficient funds.
Basically, we may need to file an extension for your return. If you do need to file for an extension of time to file your tax returns, we will provide you with an estimate of your taxes due if you have timely provided your tax information to us, which you will still be required to pay by the original tax due date.
IN NO EVENT SHALL COMPOUND TAX BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY CLIENT ARISING OUT OF THE TAX SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPOUND TAX’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID TO COMPOUND TAX DURING THE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION BY CLIENT.
Basically, we cannot operate our business and charge you reasonable fees for our services unless you hold us harmless from any incidental consequences of our work for you. In any event, our liability for this work will be limited to the prior twelve months fees paid by you for our services.
Client shall at its own expense indemnify and hold harmless, and at Compound Tax’ request defend Compound Tax and its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Schedule B to the Services Agreement, (b) the gross negligence or willful misconduct of Client or its employees or agents; or (c) any third party claim against Compound Tax arising from the Tax Services provided to Client.
Basically, you will indemnify, hold us harmless, and defend us against any claim arising by your breaching this agreement, any gross negligence or willful misconduct on your part, or other third party claim arising from our tax services for you.
This agreement that we call the “Joinder Agreement” is entered into by and between Compound and the person(s) signing below as new clients (each a “New Client”), further to the Services Agreement (the “Services Agreement”) that is part of our Client Agreements between Compound and the current Client also signing this Joinder Agreement.
This Joinder Agreement shall become effective as of the last date that the New Client and all existing Clients of the Services Agreement sign this Joinder Agreement (the “Start Date”) unless an alternative Start Date is agreed to below. Capitalized terms used but not defined in this Joinder Agreement have the same meanings as those in the Services Agreement within the Client Agreements. In consideration of these mutual covenants, the New Clients and Compound agree as follows:
Basically, this is an agreement by you, another person and us to have the other person joined to your account and share in all of your account details and authorizations.
Basically, this is how we use and protect your data. You are our customer. We never rent or sell it.
Basically, these are the terms for using our websites and apps.
ESIGN Consent to Use Electronic Records, Disclosures and Signatures In this ESIGN Consent to Use Electronic Records, Disclosures and Signatures ("Consent"), please remember that "you" and "your" refer to the person who is establishing an account, as well as any future accounts, with us, and "we", "us" and "our" refer to Compound Financial, Inc. ("Compound Financial"), Compound Advisers, Inc. (“Compound Advisers”), and Compound Tax LLC (“Compound Tax”) as the case may be (collectively “Compound”). “Communications” means each disclosure, notice, agreement, fee schedule, statement, record, document, and other information we provide to you, or that you sign or submit or agree to at our request. By opening an account with us (each an “Account”) and then accessing your Account, you are consenting to the following terms:
Basically, this provides consent to electronically sign these agreements (including the agreement to electronically sign the other agreements if you want to get meta), and to receive notices and information electronically.
Your consent to use and delivery of electronic records and disclosures. In our sole discretion, the Communications we provide to you, or that you sign or agree to at our request, may be delivered to you in electronic form (“Electronic Records”). You specifically agree to the electronic delivery (i.e. the receipt and/or obtaining) of Electronic Records and Disclosures from the Company. The term "Electronic Records" includes, but is not limited to, any and all current and future notices and/or disclosures, prospectuses, statement of additional information, annual and semi-annual reports that various federal and/or state laws or regulations require that the Company provides to you, as well as such other documents, statements, data, records and any other communications regarding your relationship to the Company. You acknowledge that, for your records, you are able to retain the Company’s Electronic Communications by printing and/or downloading and saving this Consent and any other agreements and Electronic Communications, documents, or records that you agree to using your eSignature (as defined below). You accept Electronic Communications provided via your account with the Company as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep. The following are examples of Electronic Records and Disclosures covered by your Consent:
• Services Agreement by and between you and the Compound entities (the “Services Agreement”), including all amendments, notices and other agreements that supplement the Services Agreement;
• Any other agreements pertaining to future accounts that you may establish with Compound and all amendments, notices and other agreements that supplement those agreements;
• Statements and reports, including without limitation account statements, fee calculation statements, transactions histories, trade confirmations, tax forms, reports and/or performance reports, prospectuses, statement of additional information, annual and semi-annual reports of mutual funds and exchange traded funds (ETFs).
Basically, you consent to receiving notices and information electronically.
Basically, you agree to signing things electronically, including by clickwrap consent.
Paper versions of Electronic Communications. You may obtain a paper copy of the Electronic Records, at any time by notifying us via email@example.com. We will not charge you a fee for the paper copy.
Basically, you may elect to have any agreement, communication or notice mailed to you in paper by sending an email to firstname.lastname@example.org requesting this delivery.
This Consent will apply on an ongoing basis unless you withdraw this Consent. You have the right to withdraw the Consent to Electronic Records and the use of your E-Signature at any time. You acknowledge that we reserve the right to restrict or terminate your access to Compound, including without limitation the Site and the App, if you withdraw Consent to Electronic Records and E-Signatures. If you wish to withdraw your Consent, contact us at email@example.com.
Basically, you can withdraw your consent for electronic delivery by emailing us at firstname.lastname@example.org, but that may cause us to restrict or terminate your access to our services.
To receive the Electronic Records, you will need a computer or mobile device with a compatible operating system and web browser, and connection to the Internet, and you will need access to a printer or the ability to download information to keep copies for your records. The currently compatible operating systems and web browsers are identified at https://www.withcompound.com/system-requirements. Changes, if any, to these system hardware and software requirements will be updated on the Site or in the App. You must periodically refer to the Site or the App for current system requirements. By establishing and then accessing an Account, you are indicating that you have the capability to access the agreements and other information, including the disclosures, and download or print copies for your records. You are responsible for installation, maintenance, and operation of your computer, mobile device, browser and software. The Company is not responsible for errors or failures from any malfunction of your computer, browser or software. The Company is also not responsible for computer viruses or related problems associated with use of an online system. The currently compatible computer and mobile device operating systems and web browsers are identified at https://www.withcompound.com/system-requirements. The following are the minimum hardware, software and operating system requirements necessary to use Compound and receive Electronic Communications:
• A Current Version of an Internet browser we support,
• A connection to the Internet,
• A Current Version of a program that accurately reads and displays PDF files (such as Adobe Acrobat Reader), and
• A computer or mobile device and an operating system capable of supporting all of the above. You will also need a printer if you wish to print out and retain records on paper, and electronic storage if you wish to retain records in electronic form You must also have an active email address. By “Current Version,” we mean a version of the software that is currently being supported by its publisher. It is recommended that you print a copy of this Agreement for future reference.
Basically, here are the basic system requirements you need to use our services and access your electronic records.