Capital Markets Compliance® (CMC) Terms & Conditions Agreement

By using Capital Markets Compliance, L.L.C. websites, you agree to follow and be bound by these terms of use and agree to comply with all applicable laws and regulations, including United States export and re-export control laws and regulations. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable or if you do not agree to these terms of use, please do not use this Site. We may revise these terms of use at any time without notice to you.

YOU AGREE THAT BY USING THIS SERVICE YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO CONTRACT.

Terms:

This agreement shall set forth the terms and conditions concerning the consulting services (“Services”) or Products ("Products") provide by or to be provided by Capital Markets Compliance, L.L.C. (“CMC”) to or for the benefit of, you (the “Client”) and its affiliated companies.

Services & Products

The Services and Products offered through CMC shall be based on the experience and efforts of the consultant(s) employed and/or retained by CMC and thus, any advice given by such individuals in connection with CMC’s Services & Products shall be understood to represent the opinions of such individuals and not necessarily that of CMC or its other representatives.  Services & Products or opinions offered by CMC are not intended to replace those of competent legal counsel.  CMC is not a law firm and the consultants/employees are not acting as your attorney. Self Regulatory Organizations (“SROs”) and the United States Securities and Exchange Commission (“SEC”) or other governmental bodies may require the performance of an annual financial audit to be performed by an independent Certified Public Accountant C.P.A or independent public accountant in accordance with Generally Accepted Auditing Standards of the American Institute of Certified Public Accounts (“AICPA”).  Mock regulatory audits and or financial reviews performed by CMC are not performed in accordance with Generally Accepted Auditing Standards of the AICPA. 

Services and Products offered by CMC may include any of the categories of services & products identified immediately below.  The items referenced below shall be understood to be collectively referred to herein as “Services and Products.”

a. Regulatory consulting services.

b. Creation, maintenance, and reporting of financial statements and/or books and records.

c. Creation, production, or customization of certain manuals (compliance, operational, supervisory, procedural, etc.); agreements, disclosure documents, training materials, or other regulatory or general business documents.

d. Due diligence activities related to the purchase and/or sale of an existing broker-dealer, investment adviser, or other type of company or legal entity.

e. Other general consulting services.

Fees

Fees charged by CMC for the Services referenced herein do not include regulatory fees as may be required by the SROs or states, bonding, accounting, legal or other expenses, such as express mail charges.  Except in case of a bona fide dispute, CMC shall be compensated for the Services rendered hereunder by the Client in accordance with CMC’s pricing criteria or proposal.  CMC retains the right to charge interest at an interest rate of twenty (20) percent APR for Services rendered to the Client and not paid by the Client within thirty (30) days from the date (invoice date) borne on the invoice identifying such Services.  CMC shall continue to charge, and be entitled to receive, the same rate of interest on any balance(s) not extinguished within thirty (30) days from the initial invoice date corresponding to such Services.  For any invoice period involving any unpaid amount of a CMC invoice, CMC shall also assess a thirty-five ($35) dollar late fee.  Client shall pay all reasonable costs, fees, including attorney’s fees, and other expenses incurred by CMC in collecting monies due. The cost of these proceedings will be paid to the prevailing party (as determined by the arbitrator) by the other party.

CMC reserves the right to inform any SRO or other regulatory body of any disputes arising out of this Agreement or any fees owed to CMC.

State and Federal Law Representations and Warrantees.

CMC warrants and represents that it possesses (and will endeavor to continue to possess throughout the term of this Agreement) all individual and corporate licenses required to provide the products and/or Services described in this Agreement. 

The Client agrees to compensate CMC, in accordance with CMC’s pricing criteria, for any Services rendered by CMC or expenses related thereto which are borne by CMC prior to CMC receiving written notice of termination of this Agreement.

CMC reserves the right to inform any SRO or other regulatory body of any disputes arising out of this Agreement or any fees owed to CMC.

Additional Expenses

In connection with the performance and delivery of the Services covered by this Agreement, CMC may bear certain expenses for services or materials necessary for CMC to adequately deliver such Services.  Any such expenses shall be passed through to the Client unless specifically agreed to otherwise.

Copyright.

CMC retains all due copyright privileges and rights related to any written material produced in the course of any engagement or proposed engagement with the Client, except that CMC recognizes the Client's proprietary rights to documents produced that are pertinent to the Client or the Client’s business.  All such documents are to be utilized only by the Client and are not to be used in resale or competitive actions injurious to CMC or its representatives.

Data Integrity and Accuracy.

CMC is only responsible for the preparation, filing and monitoring of the documentation/information being submitted to the SROs, states, federal, and/or other regulatory bodies.  The Client is responsible for the accuracy and legitimacy of the information found in those documents.

Guarantees.

CMC cannot guarantee the approval of any business or regulatory application handled in full or in part by CMC or its representatives.  The Client is aware that any disciplinary history or regulatory violation of his or her own may require additional and/or unanticipated efforts and/or costs on the part of CMC.  Any such additional and/or unanticipated efforts and/or costs shall be passed through to the Client by CMC.  Any disciplinary history is subject to the rebuttable presumption of denial by The Financial Industry Regulatory Authority (“FINRA”) or other applicable regulatory body(s) if it is subject to review during or in connection with a FINRA new or continuing membership application process.

Retainer and/or Deposit.

A retainer and or deposit for ongoing Services & Products, specific long-term projects, and/or certain expenses may be required by CMC.  Unless agreed to otherwise by CMC, all such retainers and/or deposits must be received by CMC prior to CMC’s performance/delivery of the corresponding Services & Products.

Indemnification.

In connection with the provision of the Services & Products covered by this Term & Condition Agreement, the Client agrees to indemnify CMC for any internally or externally generated weaknesses or violations not detected during the course of any audit or other consulting service & product performed or delivered by CMC that is subsequently discovered by any other employee, SRO, auditor, government agency, other regulatory body, or any other party.  The Client agrees to indemnify and hold  harmless, CMC and its representatives if CMC, its representatives, or the Client become involved, jointly or severally, in any legal action as a result of the Services & Products provided to the Client by CMC or its representatives.  The Client agrees to indemnify CMC and its representatives in relation to any claims, losses, liabilities, and expenses including the costs of litigation arising out of the performance of CMC’s Services & Products or duties covered by this Agreement.

Notwithstanding any provision to the contrary, CMC and Client each agree to indemnify, defend and hold harmless the other from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of any negligent or intentional action or inaction of the indemnitor and/or any breach of this Agreement of such party.  This indemnity shall not apply unless the party claiming indemnification notifies the other promptly of any matters in respect of knowledge and gives the other full opportunity to control the response thereto and the defense thereof, including, without limitation, any agreement relating to the settlement thereof.  The parties agree that this paragraph shall survive the termination of this Agreement.

Disputes.

The Client agrees that any dispute arising out of this Agreement that cannot be resolved between CMC and the Client will be settled by arbitration in the City of Atlanta, Georgia or Arbitration proceeding through FINRA, in accordance with the commercial arbitration rules of the American Arbitration Association or FINRA arbitration rules and regulations.  It is further agreed that the expenses relating to > CMC represents and warrants that in accordance with the provision of its duties covered by this Agreement, it shall seek to observe any applicable laws, rules, regulations, or other requirements set forth by any federal, state, or other regulatory body; or other party having legal, regulatory, or other jurisdictional oversight or supervision over the Client or the Services to be delivered to the Client by CMC in accordance with this Agreement.

Relationship.

This Agreement does not create, and shall not be construed to create, any joint venture or partnership between the parties named herein or otherwise.  No officer, employee, agent, servant, or independent contractor of either party shall at any time be deemed to be an employee, servant, agent, or contractor of the other party for any purpose whatsoever, except as agreed to in addendum to this Agreement.

Governing Law.

This Agreement and all questions relating to its validity, interpretation, performance, and enforcement (including, without limitation, provisions concerning limitations of action), shall be governed by and construed in accordance with the internal laws of the State of Georgia, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary.  The parties named herein, agree to submit to the personal jurisdiction of the courts of the State of Georgia.

Waiver.

The failure of either party to seek redress for any violation of any portion of this Agreement, or to insist upon the strict performance of any covenant, agreement, provision, or condition hereof shall not constitute the waiver of the terms of any other covenant, agreement, provision or condition of this Agreement, and each party shall have all remedies provided herein with respect to any subsequent act which would have originally constituted a violation or any provision of this Agreement.

Severability.

If any single provision or component of this Agreement is determined to be invalid for any reason, the remainder of this Agreement shall remain valid and enforceable.

Confidentiality.

CMC warrants that any information received from the Client concerning its officers, directors, employees, consumers, or any other associated person or entity shall remain confidential and not disseminated to any unauthorized third party without prior consent of the Client.

Entire Agreement.

This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral, or written, except as herein contained.  The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.  This Agreement may not be modified or amended other than by an agreement in writing signed by an authorized representative of each party hereto.

Inappropriate Content.

When accessing CMC website or using CMC 's services, you agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that is (i) libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. CMC reserves the right to terminate or delete such material from its servers. CMC will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

NO WARRANTY.

THE SITE AND ALL MATERIALS PROVIDED ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CMC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

CMC MAKES NO WARRANTY THAT: (A) THE SITE OR THE MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR ANY MATERIALS OFFERED THROUGH THE SITE, WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR IN RELIANCE ON THE MATERIALS WILL MEET YOUR EXPECTATIONS.

ANY MATERIALS OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. CMC SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL CMC , ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR MATERIALS AVAILABLE FROM THIS SITE, EVEN IF CMC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Execution.

By using this website or selecting the box next to the Service & Product I am acquiring, I hereby declare that I have read, understand and agree to the terms stated above in this Agreement. In addition, I have the authority to execute this Agreement.

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