ClariVise Financial Services Agreement Contract

This Agreement is entered into between ClariVise Private Wealth, Inc. (“ClariVise”) and (“Client”) whereby the client desires to participate in one or more of the services detailed below (check all appropriate boxes that apply) (“Services”).

1. Services:

This Agreement allows ClariVise and an authorized representative of ClariVise (“Representative”) to provide the Services with the Client pursuant to the terms of this Agreement. The Client agrees to provide full and accurate information to ClariVise in a timely manner. The Client acknowledges that ClariVise and Representative will not review or analyze any other areas of the Client’s financial circumstances, other than those areas specifically identified below:

• Electronic Account Aggregation
• Electronic Vault Storage
• New Business Start-up Planning
• Tax Management Consulting
• Business Consulting
• Stored Value

2. Limitations of Services:

ClariVise and Representative are only providing the Services described above and are not providing any financial advisory services, insurance consulting, legal advice or document preparation as part of the Services, nor do any of the fees hereunder constitute a fee charged for the placement of insurance. No tax advice or preparation will be provided hereunder except by a licensed tax professional. To the extent that any written advice or correspondence concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law.

3. Compensation:

In return for the Services specified and selected in Paragraph 1 above, the Client will pay a fee depending on the Services chosen and the complexity of the provided Services based on an annual or monthly basis as more particularly set forth on Exhibit A hereto.

4. Disclosure of Interest and Capacity:

The Services do not include recommendations to buy or invest in specific products or accounts. The Representative is also a Registered Representative authorized to provide securities brokerage services through Kestra Investment Services, LLC (Kestra IS) and Advisory services through Kestra Advisory Services, LLC (Kestra AS), and licensed as an insurance agent for one or more insurance companies. In those capacities, and separate from the Services provided hereunder (and subject to a separate agreement), the Representative may offer to help to implement one or more business planning recommendations included within the Services by making recommendations to invest in specific products or accounts. The Representative may also offer Client additional advisory services not covered by this agreement. In such cases, there may be a potential for conflicts between Client’s interests and those of Representative. In addition, Representative’s obligations when acting as a broker-dealer or investment advisor may differ than hereunder. Should Client purchase a product or service recommended by the Representative in order to implement a business planning recommendation, Client may be charged commissions or fees and Kestra Advisory Services, LLC (Kestra AS) or Representative may receive compensation in connection with those transactions that are separate from and in addition to the fees charged and compensation received hereunder. Client is under no obligation, however, to purchase any investment or insurance product or other advisory services from Kestra Advisory Services, LLC (Kestra AS) or Representative in connection with the implementation or recommendations made in connection with the Services hereunder.

5. Client Responsibilities:

Client represents that all financial data and other information furnished to ClariVise and Representative relating to the Client’s investment profile, suitability criteria, investment portfolio, assets, liabilities and other information are true and correct and may be relied upon by ClariVise and Representative for providing Services described in this Agreement. Client acknowledges that the value and usefulness of the Services will be dependent upon the information that Client provides and upon Client’s active participation in the formulation of Client’s objectives and in the implementation of the plan to achieve those objectives. Client agrees to discuss Client’s personal, business or business-related requirements, objectives and projected future needs candidly with the Representative and to inform ClariVise and Representative in writing of any material changes in Client’s circumstances, which might affect the Services provided pursuant to this Agreement. ClariVise and Representative shall not have any liability for Client’s failure to timely inform them of any material change in Client’s financial circumstances. Client further acknowledges that the recommendations provided by ClariVise and Representative are based upon the professional judgment of the Representative and neither can guarantee the results of the recommendation. Client further acknowledges that ClariVise and Representative may obtain information from a wide variety of publicly available sources and that neither the Representative nor ClariVise has a source of inside or private information.

6. Termination:

This Agreement may be terminated upon written notice to the other Party. Once written noticed is received by ClariVise, allow 30 days to complete the cancellation of purchased Services. No refunds will be provided for Services rendered.

7. Limitation on Liability:

Neither ClariVise nor any of its directors, officers, employees, representatives, affiliates or agents shall be liable for any loss sustained by Client as a result of the Services provided hereunder, except where such loss is a direct result of such person’s gross negligence or willful misconduct.

8. Assignment:

This Agreement may not be assigned or transferred in any manner by the Client or ClariVise without written consent of both Parties.

9. Entire Agreement/Amendments:

This Agreement represents the entire agreement between parties. This Agreement may not be changed orally, but in writing signed by each of the Parties. The Client acknowledges that this Agreement includes a pre-dispute arbitration clause located in Paragraph 12. This Agreement is not effective and is not bound until both Parties have signed and payment has been received.

10. Written Notice:

To provide written notice to ClariVise, Client should send written notice to: ClariVise Private Wealth, Inc. 35 Old Canton Street; Alpharetta, GA 30004. ClariVise shall send notice to Client’s address of record with the Representative.

11. Governing Law:

This agreement shall be governed by the laws of the State of Georgia without regard to its rules governing conflicts of law.

12. Arbitration:

This agreement contains a pre-dispute arbitration clause. By signing an Arbitration Agreement the Parties agree as follows:

• Arbitration is final and binding on all parties
• The parties are waiving their right to seek remedies in court, including the right to jury trial
• Pre-arbitration discovery is generally more limited than and different from court proceedings
• The arbitrators’ award is not required to include factual or legal reasoning and any party’s right to appeal or seek modification of rulings is strictly limited

Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall take place in Atlanta, Georgia and be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

TO THE CLIENT: PLEASE READ CAREFULLY

Client acknowledges that ClariVise is relying upon the following representations of Client in undertaking this project. By signing below Client represents:

• Client has carefully read this agreement, including the disclosure as related to conflicts of interest and the roles of ClariVise and Representative.
• Client will not rely, and is not relying upon, any oral or other representations or understandings that are contrary to this Agreement.

Client understands that this Agreement contains a pre-dispute arbitration clause in Paragraph 12 above and Client has reviewed it carefully. Client hereby authorizes ClariVise to charge Client’s credit card at such times and in such amounts as set forth on Exhibit A.