Broker dealer services agreement
FundAmerica shall serve as the service provider for those potential investors in the Offering as requested by the Issuer. However, FundAmerica will not provide services for any investors who are introduced to the Offering by a registered broker-dealer that entered into a selling agreement with Issuer.
FundAmerica will not advise Issuer or any prospective investor with respect to the Offering, or the terms and structure thereof, which will be determined solely and exclusively by Issuer and its advisers in meeting its capital needs. Under no circumstances shall any communication, whether oral or written, be construed or relied on by Issuer as advice from FundAmerica. Issuer acknowledges that FundAmerica is not acting as a placement agent or underwriter for the Offering and has not and will not at any time provide any securities, financing, legal or accounting advice to Issuer.
Further, Issuer acknowledges and understands that FundAmerica will not have any direct communication with investors. Any unsolicited contact will be redirected to Issuer or its designees. Review subscription agreements received from prospective investors to confirm they are complete.
Advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2. Provide Issuer with prompt notice about inconsistent, incorrect or otherwise flagged e.
Provide investors with email confirmations relating to the Offering and their participation in it. Keep investor details and data confidential and not disclose to any third party except as required by regulators, by law or in our performance under this Agreement e.
Transmit any checks received from investors for deposit into the escrow account no later than noon the next business day after receipt. Refer investor data, at its sole and arbitrary discretion, to FundAmerica. Provide FundAmerica with due diligence materials as it reasonably requests.
Ensure the marketing and promotional activities it engages in, as related to the Offering, are not materially misleading and in compliance with all SEC rules and regulatory guidance, as well as industry best practices. Issuer will not compensate any person for directly selling securities unless such person is associated with a FINRA member broker-dealer and is appropriately registered with both the SEC and the state s in which the investors reside.
For services provided under this Agreement, the terms and payments shall be: The FundAmerica facilitation and technology service fees will be 1. Any alteration to the Fees shall not be interpreted to be, or constitute an amendment or general waiver of the Fee Schedule or other terms of this Agreement unless specifically set forth by FundAmerica in writing. FundAmerica will charge administrative service fees directly to Issuer via ACH-debit and Issuer hereby authorizes such payment.
Brokerage service fees are due upon the sale of securities to investors and Issuer agrees and directs that they will be paid from the flow of funds upon each closing without duplication of fees paid in prior closings. The Parties shall have the reasonable right to request and obtain documentation concerning the details of the payments due.
The Issuer and FundAmerica represent and warrant that each has all requisite power and authority to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound, and further: FundAmerica warrants and represents to the Issuer that: It is duly registered in all fifty states.
It will not compensate any Unregistered Person with any fees based upon the amount or success of any investment in the Offering. It will not solicit or sell investors any other services or investment products; and. It will not provide any investment advice nor any investment solicitation or recommendation to any investor.
Issuer further represents that it will comply with the provisions of Regulation A with respect to the manner, timing and content of all communications made in connection with the Offering. For clarity, FundAmerica Securities is not participating in the selling effort for this Offering. This Agreement is otherwise non-exclusive and shall not be construed to prevent either party from engaging in any business activities. Limited License of Trademarks.
Furthermore, it is agreed that FundAmerica and Issuer each, in perpetuity, have the option to use the name and logo of one another in disclosing the existence of this business relationship. It is agreed that FundAmerica and Issuer are independent contractors for the business and services provided hereunder. Both FundAmerica and Issuer shall be individually responsible and liable for their own respective federal, state, local and other taxes or fees, as well as all costs associated with their businesses.
FundAmerica is not a fiduciary of the Issuer or its management or board of directors in regard to any of the Services provided under this Agreement. This Agreement is effective beginning on the date set forth above through the completion or cancellation of the Offering unless terminated by either Party pursuant to this Section 8.
Either Party may terminate their participation in this Agreement for a material breach of this Agreement immediately by giving notice via email to the other at any time. The non-breaching Party has the sole discretion to grant a period to cure by giving notice via email of the time period for such cure.
However, the grant of a cure period does not waive any indemnification or rights of the non-breaching party to pursue all remedies. The Parties hereby agree as follows: Notwithstanding the preceding sentence, the Indemnified Party will be entitled to employ counsel separate from counsel for the Indemnifying Party and from any other party in such action if counsel for the Indemnified Party reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both parties.
In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Issuer, in addition to local counsel. The Indemnifying Party will have the exclusive right to settle the claim or proceeding provided that the Indemnifying Party will not settle any such claim, action or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld.
Each Party agrees to notify the other Party promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. If for any reason the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold the Indemnified Party harmless, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other, but also the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations.
The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim.
Confidentiality and Mutual Non-Disclosure: Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require FundAmerica to maintain copies of practically all data, including communications and Offering materials, regardless of any termination of this Agreement.
Notwithstanding the foregoing, information which is, or was, in the public domain including having been published on the internet is not subject to this section. All notices given pursuant to this Agreement shall be in writing and sent via email to: This Agreement is governed by the laws of the State of New York, without regard to principles of conflict of laws to the extent the application of such principles would cause the law of a different state to apply.
Each of the Parties hereby consents to this method of dispute resolution, as well as jurisdiction, and waives any right it may have to object to either the method, venue or jurisdiction for such claim or dispute. Any award an arbitrator makes will be final and binding on all Parties and judgment on it may be entered in any court having jurisdiction. This Agreement contains the entire agreement between Issuer and FundAmerica regarding this Agreement.
If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of regulators, acts of God, terrorism, shortage of supply, labor difficulties including strikeswar, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures including information technology providersor other similar causes.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement must be amended in writing.
Electronic Signature and Communications Notice and Consent. Furthermore, both Issuer and FundAmerica hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the Parties, may be made by email, sent to the email address of record as set forth in the Notices section above or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the Parties.
This Agreement may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise.
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