Privacy Policy

SMArtX does not disclose nonpublic personal information about current or former participant platform clients to third parties other than as described below. The Platform uses Straight Through Processing and does not collect sensitive information about clients (such as social security number, assets and income) from its user registration process, its discussions with clients, or from any documents that clients may deliver to the firm, while providing its services to clients. In order to service the clients’ accounts and effect transactions, we may provide clients’ personal information to our firm affiliates or to firms that assist us in servicing client accounts, and have a need for such information to provide the service that the client has requested or authorized, or to maintain and service the client’s account. The firm may provide clients’ personal information as required by regulatory authorities or law enforcement officials who have jurisdiction over its business activities, or as otherwise required by any applicable law and, to the extent reasonably necessary, to prevent fraud and unauthorized transactions. We do not otherwise provide information about clients to outside firms, organizations or individuals except as required or permitted by law. Any party that receives this information will use it only for the services required and as allowed by applicable law or regulation, and is not permitted to share or use this information for any other purpose.

Safeguarding standards encompass all aspects of the Platform that affect security. This includes not just computer security standards but also such areas as physical security and personnel procedures. Examples of important safeguarding standards that the firm may adopt are included in its written supervisory procedures and are available upon request.

SMArtX Performance Disclaimer

SMArtX offers investors (“Investors”) the opportunity to achieve performance results similar to those of Portfolio Models managed by Model Managers on its Platform Specifically, an Investor can set up an account through us and direct the assets in their accounts to be invested in a substantially similar manner as one or more Models represented on the website. We make this possible by utilizing portfolio trading information received from the model managers of the selected Portfolio(s) and then purchasing and selling the same (or similar) securities on behalf of Investor Accounts in the same or similar manner and at the same or similar time as the model manager(s) do for their Portfolio(s). In cases where it is not possible for us to execute the selected model manager’s trades or strategy in an identical manner for an Investor, we will attempt to synthetically reproduce such trades so that the Investor’s account achieves substantially similar results as the selected Portfolio. Although our firm uses its best efforts to replicate the selected portfolio’s performance and trades, there may be times when different strategies will be beyond the control of our ability to trade at the exact prices.

This performance sheet depicts model returns, quantitative statistics, risk calculations and other information prepared by us based on the historical gross performance figures and information provided by the model managers. The performance results shown herein do not represent actual performance achieved by the represented portfolios, or any Investor and do not reflect actual trading history in any sponsored investment product or managed account. Hypothetical, simulated or “model” performance results have certain inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. In addition, the performance data provided by a model manager on which we base its model returns represents the views and biases of such model manager only, and have not been independently verified by us and may contain errors for which we may be unable to compensate for when calculating the model risks and returns depicted in this performance sheet. As a result, the performance reflected herein is estimated, may be based on incomplete information and is subject to change. Furthermore, simulated trading programs are generally designed with the benefit of hindsight. No representation is being made that any Investor account will or is likely to achieve profits or losses similar to those shown. Actual results for each Investor may vary, and there is no guarantee that we will be able to duplicate the returns shown herein for any investor.

All data presented are the simulated results of a hypothetical, separately managed account and assume that the account had been opened by an Investor on the same date as the inception date of the selected portfolio and that all trades in the account substantially replicated the trades of the selected model for the duration of the account. These results also reflect the Platform’s retroactive application and deduction of the highest management fee chargeable to Investors (based on assets in the account), including the compounding effect of such fee over time. We do not currently plan to charge clients any performance-based compensation, and these results accordingly do not reflect the deduction of any performance-based fees. These model results also do not reflect the deduction of any other fees and expenses such as ticket charges, commissions, or trading fees, due to the variable and unpredictable nature of such fees. Thus, actual performance in any particular account may be lower than that presented herein due to the deduction of trading fees and expenses that cannot be predicted for purposes of this model performance presentation. Our firm also retains the right to waive or reduce its fees with respect to any Investor account in its discretion.

These materials should only be considered current as of the date of publication without regard to the date on which an Investor may receive or access the information. We maintain the right to delete or modify information without prior notice to Investors.

Charts, tables and graphs contained in this document are not intended to be used to assist prospective or actual Investors in determining which securities to buy or sell or when to buy or sell securities. Nothing herein is intended to be a recommendation to buy or sell any particular securities or to invest in any particular strategy.

There is no guarantee that we will be successful in achieving the investment objectives of any particular Investor. Performance data and risks are historical and are not indicative of future returns, and past performance of any model manager or our platform representations and their respective principals and employees, and therefore is not a guarantee of future results. Investment in the selected model strategy shown herein entails various risks, including the risk of complete loss. Performance variances among Investors may occur due to various factors, including the timing and amount of investment and general market fluctuations. Investment returns may be volatile, especially over short time horizons.

Before investing in a model account, potential Investors are advised to read carefully all related documentation and to consult with their tax, legal and financial advisors. This performance sheet is being provided to potential Investors on a confidential basis solely to assist potential Investors in deciding whether to proceed with a further investigation of an investment in an account managed by us through our Platform. This performance sheet is confidential and may not be duplicated or distributed without prior written consent.

Rider 2

The S&P 500 Index (the “S&P 500”) is referred to only because it represents an index typically used to gauge the general performance of the U.S. securities markets. The use of this index is not meant to be indicative of the asset composition or volatility of the portfolio of securities held by any managed account, which may or may not have included securities which comprise the S&P 500, and which may hold considerably fewer than the number of different securities that make up the S&P 500. As such, trading in an account managed by us should be considered riskier than an investment in the S&P 500.

All indices designed, calculated and published by S&P Dow Jones Indices, LLC, a subsidiary of The McGraw-Hill Companies, Inc., and/or its affiliates, are the property of S&P Dow Jones Indices, LLC, or one or more of its affiliates. Standard & Poor’s, S&P are registered trademarks of Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC. The trademarks have been licensed to S&P Dow Jones Indices LLC. SMArt X makes no representations about the accuracy or appropriateness of the data reported by S&P Dow Jones Indices, LLC, and S&P Dow Jones Indices, LLC does not endorse the contents of this presentation.

Terms of Use

This website (the “Site”) is provided for informational purposes only, under SMArtX. No part of the information on the Site may be redistributed, copied or reproduced in any form without our prior written consent. Access to the Site is subject to these Terms of Use and all applicable laws. By accessing the Site, you agree to these Terms of Use. You acknowledge that this Site is not intended for persons under the age of 18, and you confirm that you are at least 18 years of age and are competent to enter into the agreement created by these Terms of Use.

There are portions of this Site that we make available to visitors in the general public without registering, and you may visit or browse those portions without charge; provided, however, you comply with these Terms of Use. There are other portions of this Site that we make available only to persons who register to use this Site as hereinafter provided and who enter into other agreements with the Company, including an Investment Management Agreement.

1. THE SITE; COMPANY SERVICES
This Site provides a platform for individual and entity investors (“Clients”) to utilize the Company’s proprietary trade mirroring technology to replicate trades in certain model portfolios of third-party registered investment advisers (“Managers”) selected by the Client within a separately managed brokerage account self-tailored to each Client’s investment goals and objectives, risk tolerance and time horizon. Through the Site, Clients will have the ability to allocate to a number of strategies of various Managers, with transparency into the trading activities of such Managers and have access to information regarding Managers’ current portfolio holdings and trading records (“Models”) and additional content which Managers may provide, such as their investment strategies, profiles and portfolio market reports and analyses (collectively, along with the Models, “Manager Content”). These are services provided by the Company to Clients in connection with the Site (“Company Services”) and the respective rights and obligations of the Company and the Clients in connection therewith shall be governed solely by the Investment Management Agreement to be entered into by the Company and you and the Disclosure Brochure(s) provided by the Company to you as a Client.

2. REGISTRATION
When you register as a Client, we will ask you to provide us with your name, email address, telephone number and other contact information. You agree to provide, maintain and update contact information that is true, accurate, current and complete about yourself when registering and on an ongoing basis. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person or entity, use false headers or otherwise conceal your identity from us for any purpose.

During the registration process, you will designate a user name and password. For your protection, we ask you not to share your registration information (including your user name and password) with any other person for the purpose of facilitating their access to and unauthorized use of the Site. You are responsible for maintaining the confidentiality of your user name, password and other account information and are responsible for all activities that occur and financial liabilities incurred under your user name and password, whether or not authorized by you. We will not be liable for any loss or damage arising from your failure to comply with this paragraph. If you become aware of any unauthorized use of your user name, password or other account information, you agree to notify us immediately at 561-835-8690.

Your registration is subject to our review and approval, and we reserve the right not to approve, or withdraw our approval of, your registration for any reason or no reason.

3. NOTICES AND COMMUNICATIONS
You acknowledge that, by accepting the Terms of Use, you consent to receive notice by means of email to your email address on record with the Company, or by means of written communication sent through first class mail to your mailing address on record with the Company. You confirm that your computer satisfies the hardware and software requirements for receiving, displaying and storing e-mail transmissions. Notice shall be deemed given when sent by email or one day following the sending of notice by first class mail.

4. LIMITATIONS OF INFORMATION PROVIDED
You acknowledge and agree that any and all Manager Content available, displayed on, posted to, transmitted or distributed through the Site by the Company or Managers is the sole responsibility of the Manager from which such Manager Content originated and is viewed and used by you at your own risk. Such Manager Content is provided as general and impersonalized investment information and commentary and does not constitute personalized investment advice or a specific recommendation or solicitation that anyone should purchase or sell any particular security. The views expressed by the Managers on this Site do not necessarily reflect the views of the Company or any of its affiliates. All opinions expressed and data provided by Managers are subject to change without notice, and the information available on the Site may not be complete, timely or accurate.

Any performance information presented on the Site is historical and is not necessarily indicative of future results. Performance results for any particular Manager or particular investment will vary based on the various factors beyond the control of the Company.

The information posted on the Site is not, and should not be deemed to be, an offer to sell, or a solicitation of an offer to buy, any securities or any other investments in any jurisdiction and should not be used by others in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other investment.

The information on the Site does not constitute legal, financial, accounting, investment, tax or other professional advice. The Company provides investment advice only for those Clients who have entered into an Investment Management Agreement with the Company that governs the specific terms and conditions of the Company’s investment advice and the provision of the Company Services.

5. GRANT OF LICENSE
Your right to use this Site constitutes a license. You are provided with a limited, revocable, nonexclusive, nontransferable license to this Site conditioned on your continued compliance with the Terms of Use herein. You may view, download and print information and materials on this Site for your personal and internal business use provided that all hard copies contain all copyrights, trademarks and other applicable intellectual property and proprietary marks and notices. You will not, and will not permit anyone else, to (a) store, copy, modify, distribute or resell any of the information on the Site or compile or collect any information as part of a database or other work; (b) use any automated tool (e.g., robots or spiders) to use the Site or store, copy, modify, distribute or resell any information; (c) rent, lease or sub-license your access to the Site to any other person; (d) use the Site or any information on the Site for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules or security features of the Site; (f) use the Site in a manner that threatens its integrity, performance or availability; (g) remove, alter or obscure any proprietary notices (including copyright notices) on any portion of the Site or the information on the Site; (h) use the Site in any manner that could damage, disable, impair or interfere with any other person’s use of the Site; or (i) attempt to obtain or obtain any Manager Content through any means not intentionally made available to you through the Site. You shall not use this Site at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international statutes, rules, regulations, ordinances, decrees, laws, codes, orders, regulations, or treaties (“Laws”) when using this Site.

6. INTELLECTUAL PROPERTY RIGHTS
The Company, its logos and other trademarks, copyrights, patents and all other intellectual property rights (“Intellectual Property”) included or displayed on the Site that identify Company Services and products are owned by the Company. Copyright in the pages and in the screens of the Site, the design, layout and compilation of the Site is proprietary material owned by the Company unless otherwise indicated in these Terms of Use. The unauthorized use or misappropriation of any Intellectual Property on the Site may violate numerous Laws, including, but not limited to, copyright, trademark, trade secret or patent Laws.

The Site and any necessary software used in connection with the Site or the software available for download on the Site (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other Laws and, as between you and us, we own all right, title and interest in and to the Site and the Software. All design rights, databases and compilation and other intellectual property rights associated with this Site, in each case whether registered or unregistered, and related goodwill are proprietary to the Company. You acknowledge and agree that use of all Software downloaded or otherwise accessed from the Site is subject to the license agreements that are displayed or referenced when you access such Software.

Nothing under this Agreement grants you any rights to the Site, the Software or the Intellectual Property, except for the limited rights expressly granted in Section 5 hereof, and all rights not specifically granted in this Agreement are reserved by the Company.

7. PRIVACY
In the course of your use of the Site, you will be asked to provide certain information to us, and we may collect certain information about you. Our use of information you provide or otherwise collected by us through the Site are governed by our Privacy Policy. We urge you to read our Privacy Policy.

8. DEALINGS WITH OTHER USERS, SERVICE PROVIDERS AND ADVERTISERS
Your transactions, interactions, correspondence and relationships with other users of the Site, including relying on any content posted, provided or transmitted by another user or procuring the goods or services offered by another user, and any other terms or conditions associated with such matters, are solely between you and such other users. YOU AGREE THAT THE COMPANY IS NOT, AND CAN NOT, BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY CLAIMS, LIABILITIES, COSTS, EXPENSES, LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO ANY SUCH MATTERS AND TRANSACTIONS. The Company is not directly or indirectly a party to or participant in, and does not monitor, any such matters and transactions between users of the Site, and your involvement with any such matters is solely at your own risk.

You represent and warrant that you will make your own evaluation of the creditworthiness, suitability, reliability and desirability of each user or third party with which you enter into transactions or interact with as a counterparty or agent and that you are not relying, and will not rely, on the Company for any information as to the creditworthiness, suitability, reliability or desirability of any such user or third party.

9. SITE CONDUCT
(A) You understand that all information on the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such information originated. It is understood that you, and not the Company, are entirely responsible for all information that you upload, post, submit, email or otherwise transmit to the Site. You agree not to post, submit, transmit, display, upload, distribute or email or otherwise submit on the Site:

Content that is inaccurate, incomplete, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, vulgar, libelous, slanderous, invasive of another’s privacy, hateful, racial, ethnically or otherwise objectionable;
Content that is illegal or advocates or intentionally enables illegal activity;
Content that may harm or harms a minor in any way;
Content that you do not have the right, title or interest in to transmit under any and all Laws or under contractual or fiduciary relationships such as any confidential information learned of or through an employment relationship;
Content that infringes any patent, copyright, trademark, trade secret or any other intellectual or proprietary rights, unless you own or control the rights thereto or have received all necessary consents to do the same;
Content that is or may be considered unsolicited or unauthorized advertising, promotional materials, “junk mail”, “chain letters” or “pyramid schemes”, “spam”, “phishing” or any other form of solicitation;
Content that contains software, viruses, computer code, files or programs that are designed to destroy, limit or interrupt the functionality of any computer software or hardware or telecommunications equipment;
Content that may be deemed to violate any applicable Laws, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, or any rules of any national or other securities exchange;
Content that is intended to or may be deemed to harass, stalk or threaten another person or entity; and
Content that is deemed to create a false identity, or misrepresent your affiliation or relationship with a person or entity for the purpose of misleading others.

(B) You agree you will not, and will not assist or permit others to:

Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Site;
Frame the Site, place pop-up windows on any page of the Site or otherwise change the display or compilation of the Site or its pages;
Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
Collect or store personally identifiable information about other users of the Site; or
Modify, create derivative works of, reverse engineer, disassemble, decompile this Site or any Software, or technology on this Site or redistribute or sell any section thereof.

(C) The Company reserves the right at all times to disclose any information that the Company deems necessary to satisfy any applicable Law, legal process or other governmental request, to operate the Site properly and to protect ourselves and/or our users or that we determine, in our sole discretion, is unacceptable, undesirable, inappropriate or in violation of these Terms of Use.

10. NATURE OF MANAGER CONTENT
The Company compiles Manager Content provided to it by the Managers. The Company has no obligation to verify, monitor, screen, remove, edit, update or keep current the Manager Content on the Site. However, the Company reserves the right to review or screen Manager Content posted to the Site and to remove, edit or refuse to post any Manager Content.

11. LINKS TO THIRD PARTY SITES
This Site may contain links to websites controlled or offered by third parties. The Company hereby disclaims all liability for any and all data, information, materials, products or services posted or offered at any of the third-party sites linked to this Site (“Linked Sites”). The Linked Sites and links to same are provided merely as a convenience, and the Company shall not be responsible or liable, directly or indirectly, for any loss, damage, claims, costs and expenses caused or alleged to be caused by or in connection with access to, use of or reliance on a Linked Site. By having a Linked Site, the Company does not recommend, sponsor or endorse any content, opinions, advice, products or services offered or posted at that Linked Site. You agree that the Company is not responsible for the availability or reliability of such Linked Sites or for the quality of any products or services available or advertised on such Linked Sites. You hereby acknowledge that the Company shall not be responsible for the accuracy, reliability, completeness, truthfulness, copyright or trademark compliance, legality or decency of content contained in a Linked Site nor any link contained in a Linked Site. You are solely responsible for viewing and following the terms of use and privacy statements at the Linked Sites.

12. DISCLAIMERS OF WARRANTIES
THIS SITE IS INTENDED TO BE A GENERAL INFORMATION RESOURCE ONLY AND YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE INFORMATION CONTAINED IN THE SITE, INCLUDING LINKS OR OTHER ITEMS, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FREEDOM FROM COMPUTER VIRUS. THE COMPANY DOES NOT WARRANT THE ACCURACY, RELIABILITY, CURRENCY, ADEQUACY OR COMPLETENESS OF THE INFORMATION ON THE SITE AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE MANAGER CONTENT.

THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, (A) THAT THE SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (B) THAT THE SITE WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR-FREE, ACCURATE OR RELIABLE OR (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE. CHANGES ARE PERIODICALLY MADE TO THE SITE AND TO THE INFORMATION CONTAINED HEREIN. THE COMPANY MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. NO ADVICE, RECOMMENDATION, OPINION OR INFORMATION OF ANY KIND, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM THE COMPANY OR THROUGH THE SITE CREATES ANY REPRESENTATION OR WARRANTY BY THE COMPANY.

13. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR MANAGERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR ALLEGEDLY ARISING OUT OF OR IN CONNECTION WITH: (I) THE USE OR INABILITY TO USE THE SITE, (II) ANY RELIANCE BY YOU ON ANY MANAGER CONTENT, (III) ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANOTHER USER, (IV) ANY GOODS OR SERVICES ADVERTISED ON THE SITE OR A LINKED SITE, (V) THE DELETION OF, CORRUPTION OF OR FAILURE TO STORE, ANY MANAGER CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE; (VI) YOUR FAILURE TO PROVIDE THE COMPANY WITH ACCURATE AND TRUTHFUL INFORMATION UPON REGISTRATION AND ON AN ONGOING BASIS, (VII) YOUR FAILURE TO KEEP YOUR USER NAME, PASSWORD AND ACCOUNT INFORMATION SECURE AND CONFIDENTIAL; AND (VIII) ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION. THIS SHALL INCLUDE, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER INTANGIBLE LOSS (WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY) IRRESPECTIVE OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

14. INDEMNIFICATION
You agree to indemnify and hold harmless the Company, its directors, officers, shareholders, partners, affiliates, agents, representatives, predecessors, successors and assigns, agents, Managers and other information providers, from and against any and all claims, demands, proceedings, damages, liabilities, costs, losses, expenses, penalties and interest, including, without limitation, reasonable attorney’s fees, in any way arising from or in connection with your improper use or access to the Site, your violation of the Terms of Use, your improper act or omission or the posting or transmission of any content, message or other materials on or through the Site by you, including, but not limited to, any third party claim that such content (or any part thereof) infringes any copyright, trademark, trade name, trade secret or patent right of a third party, defames or invades any right of publicity or privacy or otherwise infringes any other proprietary right.

15. NO JOINT VENTURE
No joint venture, partnership, shareholder, employment or agency relationship exists between the Company and you as a result of agreeing to these Terms of Use or use of the Site.

16. INTERNATIONAL USE
You agree to comply with all local Laws applicable to (a) your access to and use of the Site, (b) your online conduct, (c) any information provided by you and (d) your transmission of technical data exported from the United States or the country in which you reside. Access to this Site from jurisdictions or territories where the contents of this Site are illegal or penalized is prohibited. The Company has no obligation to provide access to the Site and reserves the right to not approve the registration application of a user accessing the Site from such prohibited jurisdictions or territories.

17. TERMINATION
The Company reserves the right to, and may, terminate or suspend your access to, and use of, the Site at any time, in whole or in part, without notice, if the Company believes that you have violated, or acted inconsistently with the spirit of, these Terms of Use or for any other reason in its sole discretion. The Company may, in its sole discretion and without notice to you, terminate, change, suspend or discontinue, in whole or in part, any feature or other aspect of the site.

18. SEVERABILITY
If any provision of these Terms of Use or the Privacy Policy shall be held invalid or unenforceable to any extent, the remainder of these Terms of Use and the Privacy Policy shall not be affected and shall be enforced to the extent permitted by Law.

19. GOVERNING LAW
All applicable federal laws of the United States or America and the laws of the State of Florida shall govern use of the Site and these Terms of Use. You and the Company agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in the State of Florida for the purposes of any suit, action or other proceeding relating to use of the Site or these Terms of Use.

You agree that, regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

The Company may assign or delegate our duties under this Agreement either in whole or in part, at any time, at our sole discretion and without your consent. You may not assign or otherwise transfer any of your rights or obligations under these Terms of Use without the Company’s express written consent.

20. SURVIVAL
Provisions of these Terms of Use which, by their nature, are intended to survive, will survive any termination of your use of the Site, including, without limitation, Sections 3-7, 9-14 and 19-21.

21. ENTIRE AGREEMENT
These Terms of Use, along with the Privacy Policy, represent the entire agreement between the Company and you with respect to the use of the Site, and these Terms of Use supersede any and all previous agreements, representations, warranties, statements, promises and understandings, whether oral, written or by electronic means.

Effective Date: August, 2017

Risk Factors and Considerations

Trade Derivative Disclosure

SMArtX utilizes derivatives in conjunction with its replication and implementation of the investment strategies of the portfolios offered by the model managers on its Platform. Specifically, it may trade in ETFs, options, futures, options on futures, index options and other derivatives. The technology utilizes derivatives as a way to decrease the difference in performance between the selected Portfolio’s strategy and the account of an investor on the Platform. Our use of derivatives in an Investor’s account is dependent on a number of dynamic characteristics, including the size of the selected portfolio, the size of the Investor’s allocation, the broker the Investor has chosen, the type of brokerage account the Investor has opened, the number of positions in the selected model, the amount of leverage the Investor chooses to utilize and the current market environment. The use of derivatives involves substantial risk of loss and does not guarantee better performance in any market environment.

Options Disclosure

The prices of many derivative instruments, including many options, are highly volatile. Price movements of options contracts are influenced by, among other things, interest rates, changing supply and demand relationships, and trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of options also depends upon the price of the securities, currencies or other assets underlying them. An Investor’s account is also subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or of counterparties. The cost of options is related, in part, to the degree of volatility of the underlying securities, currencies or other assets. Accordingly, options on highly volatile securities, currencies or other assets may be more expensive than options on other investments.

Put options and call options typically have similar structural characteristics and operational mechanics regardless of the underlying instrument or asset on which they are purchased or sold. A put option gives the purchaser of the option, upon payment of a premium, the right to sell, and the writer the obligation to buy, the underlying security, commodity, index, currency or other instrument or asset at the exercise price. A call option, upon payment of a premium, gives the purchaser of the option the right to buy, and the seller the obligation to sell, the underlying instrument or asset at the exercise price.

If a put or call option purchased in an Investor’s account were permitted to expire without being sold or exercised, the Investor’s account would lose the entire premium it paid for the option. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying instrument or asset caused by rising interest rates or other factors. If this occurred, the option could be exercised and the underlying instrument or asset would then be sold to the Investor’s account at a higher price than its current market value. The risk involved in writing a call option is that there could be an increase in the market value of the underlying instrument or asset caused by declining interest rates or other factors. If this occurred, the option could be exercised and the underlying instrument or asset would then be sold by the Investor’s account at a lower price than its current market value.

Purchasing and writing put and call options and, in particular, writing “uncovered” options are highly specialized activities and entail greater than ordinary investment risks. In particular, the writer of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying instrument or asset above the exercise price of the option. This risk is enhanced if the instrument or asset being sold short is highly volatile and there is a significant outstanding short interest. These conditions exist in the stocks of many companies. The instrument or asset necessary to satisfy the exercise of the call option may be unavailable for purchase, except at much higher prices. Purchasing instruments or assets to satisfy the exercise of the call option can itself cause the price of the instruments or assets to rise further, sometimes by a significant amount, thereby exacerbating the loss. Accordingly, the sale of an uncovered call option could result in a loss by the Investor’s account of all or a substantial portion of its assets.

Futures Disclosure

Trading futures is a highly risky strategy. Whenever a particular future is purchased for an Investor’s account, there is a possibility that the Investor’s account may sustain a total loss of its purchase price. The prices of futures are, in general, much more volatile than prices of securities such as stocks and bonds. As a result, the risk of loss in trading futures is substantially greater than in trading those securities. Prices of futures react strongly to the prices of the underlying commodities. The prices of these underlying products, in turn, rise and fall based on changes in interest rates, international balances of trade, changes in governments, wars, weather and a host of other factors that are entirely beyond Smart X’s control and that are very difficult (and perhaps impossible) to predict.

Short Sales Disclosure

We may sell securities in an Investor’s account short. Short selling involves the sale of a security that the seller does not own and must borrow in order to make delivery in the hope of purchasing the same security at a later date at a lower price. In order to make delivery to its purchaser, the seller must borrow securities from a third party lender. The seller subsequently returns the borrowed securities to the lender by delivering to the lender securities it previously owned or by purchasing securities in the open market. The seller must generally pledge cash with the lender equal to the market price of the borrowed securities. This deposit may be increased or decreased in accordance with changes in the market price of the borrowed securities. During the period in which the securities are borrowed, the lender typically retains its right to receive interest and dividends accruing to the securities. In exchange, in addition to lending the securities, the lender generally pays the seller a fee for the use of the seller’s cash. This fee is based on prevailing interest rates, the availability of the particular security for borrowing and other market factors. Theoretically, securities sold short are subject to unlimited risk of loss because there is no limit on the price that a security may appreciate before the short position is closed. In addition, the supply of securities that can be borrowed fluctuates from time to time. An Investor’s account may suffer significant losses if a security lender demands return of the lent securities and an alternative lending source cannot be found.

Leverage Disclosure

When appropriate and subject to applicable regulations and an Investor’s instructions, We will use leverage in the investment program for the Investor’s account, including the use of borrowed funds (“Margin Leverage”) and investments in certain types of options, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying securities while giving the purchaser the full benefit of movement in the market of those underlying securities (“Synthetic Leverage”). While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss.

To the extent of purchases of securities with borrowed funds for an Investor’s account, the account will tend to increase or decrease at a greater rate than if borrowed funds are not used. The level of interest rates generally, and the rates at which such funds may be borrowed in particular, could affect the performance of an Investor’s account. If the interest expense on borrowings were to exceed the net return on the investments made with borrowed funds, the use of leverage would result in a lower rate of return than if leverage were not used.

If the amount of borrowings which an Investor’s account may have outstanding at any one time is large in relation to its capital, fluctuations in the market value of its portfolio will have disproportionately large effects in relation to the assets in the Investor’s account and the possibilities for profit and the risk of loss will therefore be increased.

When the market value of a particular open position changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a “margin call” on the customer is made. If the customer does not deposit additional funds with the broker to meet the margin call within a reasonable time, the customer’s position may be closed out. In the event of a precipitous drop in the value of the assets in an Investor’s account, we might not be able to liquidate assets quickly enough to pay off the margin debt, and the Investor’s account might suffer mandatory liquidation of positions in a declining market at relatively low prices, incurring substantial losses. With respect to these trading activities, the Investor’s account and not SMArtX, will be subject to margin calls.

Overall, the use of leverage, while providing the opportunity for a higher return on investments, also increases the volatility of such investments and the risk of loss. Investors should be aware that an investment program utilizing leverage is inherently more speculative, with a greater potential for losses, than a program that does not utilize leverage.