Clarity of Text
Clarity of text of the documents contained in this envelope may be affected by the size of the screen on which it is displayed.
Client Consent to Electronic Delivery and Execution
From time-to-time Cambridge Investment Research, Inc., Cambridge Investment Research Advisors, Inc., and/or TBS Agency, Inc. (collectively, "Cambridge," "we," "our," or "us" ) may request that certain agreements, notices, disclosures, authorizations, acknowledgements, records, account forms, and other documents (" Documents") be delivered to you electronically and that you or Cambridge electronically sign certain Documents. Prior to using electronic documents and signatures in its relationship with you, Cambridge must ask for and obtain your consent. Your consent is optional. This Client Consent to Electronic Delivery and Execution (this "Client Consent") governs your use of a DocuSign, Inc. ("DocuSign") account to electronically receive, store, and sign such Documents.
Please read this Client Consent carefully and thoroughly, and if you can access this Client Consent electronically to your satisfaction, and agree to the terms and conditions herein, confirm your agreement by checking the “I agree…” box associated with this Client Consent.
Consenting to Electronic Delivery and Execution
By checking the “I agree…” box associated with this Client Consent, you acknowledge and
agree that:
- You can access, and have read and understand this Client Consent;
- You will be giving your informed consent and agreement to use the electronic documents and signature system and process described below to electronically receive, review, and electronically sign paperless documents sent to you in electronic envelopes;
- You will be bound by any documents you electronically sign the same as if you had received a paper copy of the document and signed it by hand with an ink pen; and
- You have the current hardware and software described below, and the ability to print or save this Client Consent or to electronically send this Client Consent to yourself for your
future reference.
If you do not agree to the terms of this Client Consent, do not check the “I agree…” box. Even if you agree now, in the future after receiving an electronic document, you will be able to choose whether or not to electronically sign that document or ask for a paper version to sign. You may also withdraw your consent as described below.
The Electronic Delivery of Documents
Cambridge is your agent who chooses which Documents to send to you electronically for review and electronic signature. This is the case whether Documents are Advisor Forms or Custodian Forms. Cambridge will place Documents, which may or may not require your signature, in an electronic envelope on the DocuSign system (as described below), and a link to the envelope will be emailed to you. You will access the envelope and Documents, review them, and, if you choose, electronically sign them using the DocuSign system. You agree to immediately notify Cambridge if you receive any electronic Document or information that appears to be in error or not intended
for you.
If an electronic Document requires the signatures of others besides you, it will not be submitted to the counter-party for processing or effective as to its contents or any actions it instructs or authorizes until all required signatures have been obtained. If any party whose signature is required declines to electronically sign, then the electronic signature of any party previously obtained will not be effective, and all parties will be required to hand sign a paper document.
Receiving Paper Copies
You can obtain a paper copy of any Document delivered to you electronically via your DocuSign account by printing a copy from your DocuSign account or by contacting Cambridge and requesting that a paper copy be delivered to you via another method. As long as you are an authorized user of the DocuSign system, you will have the ability to download and print any Documents delivered to you through your DocuSign user account for a limited period of time (usually 30 days) after such Documents are first sent to you. After such time, if you wish for us to send you paper copies of any such Documents you may request delivery of such paper copies from us by following the procedure described below. We reserve the right to charge you a fee to provide paper copies of Documents.
You can request a paper copy of any executed Document delivered to you electronically by Cambridge via DocuSign by contacting the Cambridge Client Team at (888) 245-0452 or
(641) 472-5100.
Withdrawing Your Consent
Cambridge will ask you for this Client Consent each time it presents an envelope of electronic Documents. Once you give your consent for an envelope, you cannot withdraw it for that envelope. You can, however, choose not to give your consent in the future when you are presented with subsequent envelopes. If you do this, you will be unable to proceed electronically and you may be required to use paper documents and signatures. If you give your consent for an envelope, although you may not withdraw it, you can still choose not to electronically sign any or all electronic Documents in that envelope. Once you electronically sign a particular Document, you cannot withdraw the consent for that Document, but you can choose to not electronically sign any other Documents included in the same envelope. In addition, before you complete an electronic signature of a Document, you may cancel and exit the electronic signing process before clicking the “Confirm Signing” (or other similarly titled button) and closing your browser.
Advising Cambridge of a Change in Your Email Address
Your current valid email address is required in order to electronically receive and execute Documents via DocuSign. You agree to keep Cambridge informed of any changes in your email address.
To notify Cambridge of a change in your email address, you must send an email to clicsupport@cir2.com and in the body of such request you must state your previous email address and your new email address. In addition, you must notify DocuSign to arrange for your new email address to be reflected in your DocuSign account by following the process for changing email
in DocuSign.
Required Hardware and Software
The current version of hardware and software that meet the necessary requirements to electronically receive and execute documents via DocuSign is listed below:
| Browsers: | Windows Edge Current Version Mozilla Firefox Current Version Safari (Mac OS only) 6.2 or above Google Chrome Current Version |
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| Mobile Signing: | Apple iOS 7.0 or above Android 4.0 or above |
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| Email: | Access to a valid email account | |
| Screen Resolution: | 1024 x 768 minimum (for desktops and laptops) | |
| Enabled Security Settings: |
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The minimum requirements identified above are subject to change. If these requirements change, we will send you an email, at the email address we have on file for you at that time, providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent to the electronic execution and delivery of Documents via DocuSign.
DocuSign System
Cambridge has entered into an agreement with DocuSign to make the DocuSign electronic signing system available to facilitate your receipt, review, and electronic signature of electronic Documents. Your use of the DocuSign system is subject to DocuSign’s Terms of Use available at www.docusign.com/company/terms-of-use. Cambridge and DocuSign are not affiliated with each other. Cambridge is not responsible for the DocuSign system, and Cambridge disclaims any representations and all warranties regarding the DocuSign system. Your use of the DocuSign system is entirely your choice and solely your responsibility.
Security and Privacy Information
In accessing electronic Documents and electronically signing them, you should use a computer operating system that has a firewall (software that is designed to prevent unauthorized access to your computer by blocking suspicious people or websites) and that it is turned on and up-to-date. You should also make sure that your computer has anti-virus software that it is turned on and that your subscription is current.
Emails sending you links to envelopes with electronic Documents for electronic signature are not guaranteed to be encrypted (unless the email expressly says that it is encrypted), but the contents of the envelopes are protected. For security and confidentiality, unencrypted emails will not include your name, full account number, or any other personal identifier. Be aware, however, that some email addresses may use part or all of your name. If you use a work email address, your employer or other employees may have access to your email. Although Cambridge believes that email is a reasonably reliable method of delivery, as with any form of communication, there is a risk of misdelivery or interception.
DocuSign has agreed with Cambridge to safeguard the security and privacy of all confidential customer information. DocuSign’s privacy policy applies to your use of the DocuSign system. In addition, Cambridge’s privacy policy applies to information we receive from you as part of the electronic signature process. Links or references to where you can view Cambridge’s privacy policies may be contained in the email notifying you of the documents on which your electronic signature is requested or the documents themselves. You may also contact Cambridge to be directed to Cambridge’s privacy policy.
Accessing the DocuSign system via a mobile device involves the electronic transmission of information across the networks of your wireless service provider. Cambridge is not responsible for the privacy or security of wireless data transmissions. Use only reputable service providers and check with your wireless service provider for information about its privacy and security practices.
Limitation of Liability
Cambridge's liability for any loss or damages, direct or indirect, in contract, tort or otherwise, arising out of the subject matter of this Client Consent shall be limited to those actual and direct damages which are reasonably incurred by you and caused by Cambridge's gross negligence, recklessness, or willful misconduct. In no event shall Cambridge be liable to you for any special, indirect, incidental, consequential, speculative, punitive, or exemplary damages, including but not limited to lost profits, even if Cambridge has knowledge of the possibility of such damages.
Governing Law
This Client Consent shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to conflict of law principles.
Dispute Resolution
The following disclosure is required by various regulatory bodies but should not limit the applicability of the following arbitration provision to or in any claim or controversy which may arise between you and Cambridge.
This Client Consent contains a pre-dispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:
- All parties to this Client Consent are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
- Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
- The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
- The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
- The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Client Consent.
- The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. If at the time a demand for arbitration is made or an election or notice of intention to arbitrate is served, the claims sought to be arbitrated would have been barred by the relevant statute of limitations or other time bar, any party to this agreement may assert the limitations as a bar to the arbitration by applying to any court of competent jurisdiction, and the parties expressly agree that any issues relating to the application of a statute of limitations or other time bar, are referable to such a court. The failure to assert such bar by application to a court, however, shall not preclude its assertion before the arbitrators. This agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where such waiver would be void under the federal securities laws.
- The award of the arbitrators or of the majority of them shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.
- No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action until: (1) the class certification is denied; (2) the class is decertified; or (3) you are excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Client Consent except to the extent stated herein.
YOU AGREE, THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN US, INCLUDING ANY DISPUTE INVOLVING CAMBRIDGE'S PRESENT OR FORMER AGENTS, EMPLOYEES, OFFICERS, AND DIRECTORS AND INCLUDING, BUT NOT LIMITED TO THOSE INVOLVING TRANSACTIONS IN ANY ACCOUNT YOU HAVE INDIVIDUALLY OR JOINTLY WITH OR ON BEHALF OF ANOTHER PARTY AT CAMBRIDGE, INCLUDING THOSE IN WHICH YOU HAVE A BENEFICIAL INTEREST, OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US, WHETHER ENTERED INTO PRIOR, ON, OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE FULLY AND FINALLY DETERMINED BY BINDING ARBITRATION CONDUCTED BEFORE, AND ONLY BEFORE, THE ARBITRATION PANEL SET UP BY THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA) IN ACCORDANCE WITH ITS ARBITRATION PROCEDURES. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE CONDUCTED PURSUANT TO THE FEDERAL ARBITRATION ACT AND THE LAWS OF THE STATE OF IOWA.
If you file a complaint in court against Cambridge that contains claims that are subject to arbitration pursuant to this arbitration agreement, Cambridge may seek to compel arbitration of the claims that are subject to arbitration. If Cambridge seeks to compel arbitration of such claims, Cambridge must agree to arbitrate all of the claims contained in the complaint if you so request. If Cambridge seeks to compel arbitration of the claims you have filed in court that are subject to arbitration, you expressly agree to reimburse all fees, costs and expenses incurred by Cambridge to enforce the arbitration provisions of this agreement unless FINRA arbitration procedures permit the claim to be filed in court or enforcement of this provision would limit or contradict FINRA arbitration procedures.
By agreeing to this Client Consent you acknowledge that you are aware that this Client Consent contains a binding arbitration provision that may be enforced by the parties.
Client Warranties
You hereby represent and warrant to Cambridge that: (a) you will use DocuSign for lawful purposes only and subject to this Client Consent and DocuSign's Terms and Conditions; (b) you are solely responsible for maintaining the confidentiality of your DocuSign account names and password(s); (c) you agree to immediately notify us of any unauthorized use of your DocuSign account of which you become aware; and (d) you agree that Cambridge will not be liable for any losses incurred as a result of your use or a third party's use of your DocuSign account, regardless of whether such use is with or without your knowledge and consent.
Disclaimer of Warranties
Cambridge makes no representation or warranty of any kind, whether express, implied (either in fact or by operation of law), or statutory, regarding your use of your use of a DocuSign account to electronically execute, receive or store Documents. Cambridge expressly disclaims all implied warranties of merchantability and fitness for a particular purpose. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In that event, such warranties are limited to the minimum warranty period allowed by the applicable law.
Indemnification
You agree to indemnify, defend and hold harmless Cambridge and its employees, agents, officers, directors, shareholders, affiliates, successors and each person or entity who is or may be deemed to be controlling, controlled by or under common control with Cambridge, from and against any and all claims, demands, liabilities, damages, causes of action, proceedings, suits, judgments, losses, costs and expenses, including reasonable attorneys' fees, court costs and arbitration costs of any nature, based upon, arising out of or in connection with, or relating to your negligence, recklessness, willful misconduct, material violation of any laws, rules or regulations, or breach of this Client Consent or the DocuSign Terms and Conditions.
Modifications
We reserve the right to modify this Client Consent at any time and in any manner by sending information regarding the amendment to the email address you provide us.
Entire Agreement
This Client Consent contains the entire understanding of the parties with respect to the subject matter herein and supersedes all prior agreements or understandings.
THIS CLIENT CONSENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY CLICKING THE "I AGREE" BUTTON BELOW, YOU ACKNOWLEDGE YOUR RECEIPT OF THIS CLIENT CONSENT, INCLUDING THE PREDISPUTE ARBITRATION CLAUSE HEREIN.
