clearTREND® SUBSCRIPTION – INVESTMENT RESEARCH TERMS OF USE

Below is the clearTREND® (the “COMPANY”) Subscription-Investment Research Terms of Use (“Agreement”) offered for use of clearTREND services and website by Subscriber.

clearTREND registration and data management services are provided through Microsoft Azure, a cloud services platform that enables clearTREND to build, deploy and manage applications and store data across a global network of managed data centers.

Subscriber’s registration and login acknowledge acceptance to the terms of this Agreement and to the fees charged for the use of the clearTREND services and website offered by our company.

clearTREND®, available through our website and via mobile applications, is a cutting edge investment research engine that works to identify market turns and generate non-personalized recommendations in response to those turns.

INTENT Subscriber agrees to the terms and use of the clearTREND services and website. clearTREND LLC agrees to perform the clearTREND services for Subscriber. Both parties intend to be legally bound by this Agreement.

FEES AND EXPENSES Subscriber will be charged a pre-determined monthly subscription fee beginning on the date on which Subscriber’s registration is accepted. If Subscriber doesn’t terminate clearTREND services, the fee continues until Subscriber or the company terminates this Agreement.

As compensation for the clearTREND services that will be provided to Subscriber during each forthcoming monthly time period, Subscriber agrees to pay to the company a monthly Subscription Fee for the specified services indicated.

TERM This Agreement shall remain in force as long as mutually agreed to by Subscriber and clearTREND LLC. This Agreement may be terminated at any time, by either Subscriber (by cancelling subscription from within the service) or by clearTREND LLC, for any reason upon written or electronic notice to the other party. Upon termination, clearTREND LLC agrees to terminate this Agreement and Subscription services at the end of the monthly billing cycle that subscriber receives the termination notice.

CONFIDENTIALITY clearTREND collects a limited amount of personal data furnished by Subscriber.  All data provided to clearTREND LLC, and its payment vendor(s), including Subscriber’s identity, shall be treated as confidential. clearTREND LLC and other affiliated information providers agree not to voluntarily disclose confidential information without Subscriber’s prior consent (unless required by law, court order or agency directive). In the event clearTREND LLC is compelled to disclose confidential information by legal process, clearTREND LLC will attempt to give prior written or electronic notice to Subscriber.

NOTICE AND COMMUNICATIONS Notices required by clearTREND LLC under this Agreement shall be sent electronically to Subscriber’s e-mail address indicated on this Agreement and shall be deemed given when received at the Subscriber’s e-mail addresses. In the alternative or when required by law, clearTREND LLC may send notices by regular mail to Subscriber’s mailing address provided during the subscription process. Subscriber must notify clearTREND LLC through our secure website, or by mail in writing of a change in e-mail address or mailing address.

Notices by Subscriber to clearTREND LLC under this Agreement should be sent electronically through the clearTREND website and shall be deemed given when received at the clearTREND website.

DISCLOSURES:

NOT INVESTMENT ADVICE. clearTREND offers non-personalized investment research for informational purposes only and does not constitute investment advice under the Investment Advisors Act of 1940.  clearTREND is not registered with the Securities and Exchange Commission as an investment advisor nor a broker-dealer. You agree and acknowledge that clearTREND, its employees and its agents, are not financial advisors, financial planners or broker-dealers, and each cannot advise you or your clients through the Services or otherwise.

You agree and acknowledge that clearTREND makes no representation as to the suitability of the Services for any purpose, and clearTREND will not be held liable in any way for any consequences or damages that may arise through your use of the Services. You agree and acknowledge that clearTREND may modify the Services from time to time.

You certify that you are an individual investor or subscriber, a licensed investment advisor, a licensed representative of a broker-dealer, a licensed insurance agent or a qualified administrator employed by a licensed entity or individual licensed to sell, offer, or manage securities or insurance products under applicable law. You agree and acknowledge that if you choose to make any investment decisions for yourself or on behalf of your clients in reliance on information you receive from the Services, you do so at your own risk and/or reward and based on your own independent judgment. You acknowledge and agree that clearTREND is not representing itself as a broker-dealer or financial or investment advisor, and that clearTREND does not independently evaluate the suitability of or recommend any investments for you or your clients. You agree and acknowledge that the information provided in the Services will not be construed as an offer to sell or an offer to buy any security by clearTREND or any third party. clearTREND will not be responsible for any trading decisions, damages or other losses resulting from your use of the Services. You agree that you will be responsible for effecting underlying investment transactions for all accounts under your management and supervision.

Owners of clearTREND LLC may also be Subscribers of clearTREND, and as such may benefit from the revenues and profits made through the normal business of our firm. As such, a conflict of interest may exist in that our firm may have an incentive to favor those Subscribers who are owners over those that are not. clearTREND LLC agrees to treat all Subscribers equally in regard to all subscription services we offer, and to refrain from demonstrating any favorable treatment to any Subscriber.

SUBSCRIBER’S ACKNOWLEDGEMENTS Subscriber acknowledges that:

    All investment decisions implemented by Subscriber based on clearTREND research shall be at Subscriber’s own risk/reward, which can result in loss of Subscriber’s investment capital, annual income, and/or tax benefits.
    clearTREND investment research involves the partial use of back-tested trade solutions.

o Back-tested trade solutions may reflect trade solutions not historically implemented by investors.
o Back-tested trade solutions may NOT represent returns that any investor actually attained.
o Back-tested trade solutions are developed with the benefit of hindsight and have inherent limitations.
o Back-tested trade solutions may NOT be an accurate indicator of future results.

    Subscriber’s use of the clearTREND database of trading solutions is not a recommendation to use any particular security.
    clearTREND LLC will not reimburse Subscriber for any losses as a result of Subscriber’s use of clearTREND in making investment decisions.
    clearTREND LLC does not claim to be able to accurately predict the future investment performance of any individual security or of any asset class.
    clearTREND LLC cannot and does not survey all sources of publicly available information.
    clearTREND LLC is not responsible for the accuracy or completeness of information furnished to clearTREND LLC by Subscriber or by any other party.
    clearTREND LLC recommends that individual Subscribers complete and implement a written personal financial plan with a professional financial adviser if Subscriber is not a professional financial adviser before investing Subscriber’s money.

FEDERAL AND STATE LAWS IMPOSE LIABILITIES UNDER CERTAIN CIRCUMSTANCES ON PERSONS WHO ACT IN GOOD FAITH. NOTHING HEREIN SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS WHICH SUBSCRIBER OR CLEARTREND LLC MAY HAVE UNDER ANY FEDERAL OR STATE LAWS.

NATURE OF SERVICE clearTREND contains statements and statistics that have been obtained from sources believed to be reliable but are not guaranteed as to accuracy or completeness.

clearTREND® DISCLAIMER Neither clearTREND LLC nor third-party information providers can guarantee the accuracy, completeness, timeliness, or correct sequencing of any of the information on the clearTREND website, including, but not limited to information originated by clearTREND LLC, licensed by clearTREND LLC from information providers, or gathered by clearTREND LLC from publicly available sources. There may also be delays, omissions, or inaccuracies in the information.

    Neither clearTREND LLC nor the clearTREND information providers shall have any liability, contingent or otherwise for the accuracy, completeness, timeliness, or correct sequencing of the information or for any decision made or action taken by Subscriber in reliance upon the clearTREND information or for interruption of any data, information, or any other aspect of clearTREND. The past performance of a mutual fund, stock, other investment, or investment strategy cannot guarantee its future performance.
    Neither clearTREND LLC, nor clearTREND information providers make any representations about the suitability of the information, software, products, or services contained in clearTREND. All such information, software, products, and services are provided “as is” without warranty of any kind.
    clearTREND LLC is not liable for internet service outages, or clearTREND website service outages outside of the control of clearTREND LLC. In addition, Subscriber is solely responsible for having internet and e-mail connections established to access the clearTREND website and receive clearTREND e-mail notifications. clearTREND LLC is not liable for Subscriber’s inability to access the internet, access the clearTREND website or properly receive clearTREND e-mail or other notifications.

NON-EXCLUSIVE AGREEMENT Subscriber acknowledges that clearTREND LLC provides subscription investment research services to other clients and subscribers. Further, clearTREND LLC may take different investment actions for its own corporate investments, or for the individual investments of clearTREND LLC’s owners, directors, affiliates, employees, or its own employees’ ERISA retirement plan.

clearTREND® TRADEMARK clearTREND is a registered mark of clearTREND LLC. Subscriber is prohibited from using or allowing any third party to use the clearTREND® mark, without clearTREND LLC’s prior express written consent.

DISTRIBUTION OF clearTREND RESEARCH AND REPORTING Subscriber is prohibited from forwarding or disclosing clearTREND®’ research recommendations to any third-party that is not a party to this Agreement. clearTREND LLC has various patents pending regarding the clearTREND® proprietary research and reporting capabilities. Violations of those patents – once granted – will be enforced.

REPRESENTATIONS Subscriber represents that Subscriber has contractual capacity to use clearTREND and that nothing in this Agreement violates any documents governing Subscriber’s legal authority. Subscriber agrees to furnish clearTREND LLC with true copies of all governing documents.

GOVERNING LAW The validity, interpretation, and performance of this Agreement shall be governed by and construed under the laws of the State of Wisconsin as long as the state law does not conflict with applicable federal securities laws.

ASSIGNMENT This Agreement is not assignable without the prior consent of Subscriber and clearTREND LLC.

NON-WAIVER Failure of either party to object to or take other action with respect to any conduct of the other party that may be a breach of this Agreement shall not be deemed a waiver of any such breach or of any future breach or wrongful conduct.

SEPARABILITY If any provision of this Agreement or its application to any person or circumstance is found to be invalid or unenforceable, the remainder of this Agreement or the application of that provision to other persons or circumstances shall not be affected and shall remain in full force and effect.

ARBITRATION Any controversy or dispute arising out of or relating to Subscriber’s use of clearTREND or a dispute over this Agreement or any breach thereof, will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, (AAA) and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Venue for the arbitration proceeding shall be in Appleton Wisconsin.  Discovery shall not be permitted except as required by the rules of the AAA. The arbitration award shall not include factual findings or conclusions of law. The parties understand that any party’s right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited. The cost of the arbitration panel will be shared equally by the parties. All other expenses arising out of arbitration will be the sole responsibility of the individual parties.

ENTIRE AGREEMENT This Agreement represents the entire Agreement between the parties and may only be revised with the consent of both parties. No revision of this Agreement shall be made by clearTREND LLC without Subscriber’s consent. Subscriber shall be presumed to have given such consent if clearTREND LLC gives written notice via e-mail or regular mail of clearTREND LLC’s intention to revise the Agreement, and Subscriber shall not have objected in writing via e-mail or regular mail to such revision within a reasonable time, not exceeding 30 days, after the giving of such notice by clearTREND LLC.