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TERMS OF USE

Last Updated: February 10, 2022

AGREEMENT TO TERMS OF USE

Please read the following terms and conditions (“Terms of Use”) before using any website or client portal made available by Churchill Management Group and its affiliates, including Chartwell Family Office, LLC (collectively, “Churchill”, “we”, “us”, or “our”). Your access to and use of any of our websites or client portals, including without limitation churchillmanagement.com and [https://client-portal.cssi.org/login] (each of which is referred to herein as the “Site”) is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and Churchill. The Site is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Site is not available to children (persons under the age of 18). 

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. YOU ALSO AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, AND YOU AGREE TO MAKE NO SUCH ACCESS OR USE.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

OTHER AGREEMENTS

The wealth management and other services that Churchill provides to its clients are governed by other agreements between Churchill and its clients. These Terms of Use apply only to access and use of the Site and the information made available on the Site.

JURISDICTIONAL LIMITATIONS

Churchill is a U.S. federally registered investment adviser.  Churchill may only transact business or render personalized investment advice in those states and international jurisdictions where Churchill is registered, has filed notice, or is otherwise excluded or exempted from notice or registration requirements. The purpose of the Site is for information only. Any communications with prospective clients residing in states or international jurisdictions where Churchill is not registered or licensed shall be limited so as to not trigger registration or licensing requirements. Nothing on the Site should be construed as investment advice, which can be provided only in one-on-one communications.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Site is for your personal and non-commercial use, and Churchill grants you a non-exclusive, non-transferable and limited personal license to access and use the Site, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site. You may not link other websites to the Site without the prior written permission of Churchill. You may print one hardcopy of the information and download one temporary copy of the information into one single computer’s memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You agree to maintain the confidentiality of your user name and password and to take all steps necessary to prevent unauthorized access to your account. You may not allow others to use your user name or password to access or use any part of the Site. If your password has been compromised for any reason, you must contact Churchill immediately and must immediately change the password that has been compromised. If you provide your password to any third party, you will be solely responsible for any actions taken by such third party using your password. All information on the non-public (i.e., password-restricted) areas of the Site is confidential and private and may not be disclosed or distributed by you to any other person for any purpose and is made available solely for your personal use in connection with your investment activities. You are prohibited from using the Site to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Site for any purpose without the prior written permission of Churchill. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any measures we may use to prevent or restrict access to the Site. Any rights not expressly granted herein are reserved.

NO INVESTMENT ADVICE

The information on the Site is intended to enable investors to understand the nature of Churchill’s financial advisory services. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information made available through the Site should not be construed as any endorsement, recommendation or sponsorship of any company or security by Churchill. The Site may also provide you with access to software, functionality, web-based tools or calculators that you may use at your own risk, provided that you understand and agree that all such items are provided “as is” and without any warranty of any kind. There are inherent risks in relying on, using or retrieving any information found on the Site, and Churchill urges you to make sure you understand these risks before relying on, using or retrieving any information on the Site. You should evaluate the information made available through the Site, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information. You agree that Churchill is not liable for any action you take or decision you make in reliance on any information on the Site.

Churchill’s services are designed to integrate with the services provided by its clients’ other financial, legal and tax advisers, not to replace their services. Churchill advises its clients from time to time on non-investment related matters, but clients must rely on their other professional advisers for final approval and/or implementation of non-investment matters.

You acknowledge that any requests for information are unsolicited and any information provided shall neither constitute nor be construed as investment advice by Churchill to you or constitute the formation of an investment advisory relationship, or any other client relationship. Churchill does not guarantee the suitability or potential value of any particular investment or information source.

TRUTHFUL INFORMATION

As a condition to your use of the Site, you represent and warrant to, and agree with Churchill that, all of the information that you provide is truthful, accurate and complete.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY CHURCHILL OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

CHURCHILL AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.

CHURCHILL AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. CHURCHILL AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. NO ORAL OR WRITTEN INFORMATION PROVIDED BY CHURCHILL RELATED TO THE SITE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF CHURCHILL’S OBLIGATIONS HEREUNDER. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. CHURCHILL DOES NOT WARRANT THAT THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS SITE WILL MEET YOUR REQUIREMENTS, THAT THEY ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, THAT THEY WILL BE FREE FROM ERRORS OR THAT ERRORS WILL BE CORRECTED. FURTHERMORE, CHURCHILL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE CORRECTNESS, ACCURACY, QUALITY, RELIABILITY OR SECURITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS SITE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF THE SITE OR THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL CHURCHILL AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CHURCHILL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

CHURCHILL AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.

OWNERSHIP OF CONTENT

The Site and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Churchill and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Site are proprietary to Churchill, including all registered and unregistered trademarks and service marks of Churchill. If the Site includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by Churchill, or any third party, without the express written permission of Churchill, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Churchill’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Churchill.

PRIVACY

You agree that Churchill may collect, use and share personal information in connection with your use of the Site and that such information will be governed by Churchill’s Website Privacy Policy, which is hereby incorporated by reference as if fully set forth herein.

NO UNLAWFUL OR PROHIBITED USE 

As a condition to your use of the Site, you represent and warrant to, and agree with, Churchill that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use. In using the Site, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior. 

In addition, you will comply with the following “Rules of Conduct,” which we may update from time to time. You agree not to do any of the following:

  • Use the Site for any commercial purpose or in any manner not permitted by these Terms of Use;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure that effectively controls access to, or the rights in, the Site in any way including, without limitation, by manual or automatic device or process;
  • “Frame” or “mirror” any part of the Site;
  • Reproduce, modify, display, publicly perform, distribute or create derivative works of the Site;
  • Submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
  • Take any action that imposes or may impose (in our absolute discretion) an unreasonable or disproportionately large load on our infrastructure;
  • Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site;
  • Remove any copyright, trademark or other proprietary rights notices contained on the Site;
  • Use any computer program, bot, robot, spider, offline reader, site search/retrieval application or other manual or automatic device, tool, or process to retrieve, index, data mine, or in any way reproduce or circumvent the security structure, navigational structure, or presentation of the Site. Operators of public search engines may use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We may revoke this exception at any time and require removal of archived materials gathered in the past;
  • Use Churchill’s name, trademarks, logo or other proprietary information without Churchill’s express written consent;
  • Use any meta tags or other hidden text or metadata utilizing a Churchill trademark, logo URL or product name without Churchill’s express written consent;
  • Express or imply that you or any statements you make are endorsed by us, without our prior written consent;
  • Impersonate any person or entity, including any of our (or our affiliates’) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity;
  • Use the Site to advertise or offer to sell or buy any goods or services without our express prior written consent;
  • Attempt to probe, scan or test the vulnerability of any Churchill system or network or breach any security or authentication measures;
  • Manipulate identifiers, including by forging headers, in order to disguise the origin of any posting that you submit;
  • Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site;
  • Use the Site to do anything misleading, malicious or discriminatory;
  • Violate any applicable law or regulation;
  • Link to any portion of the Site other than the URL assigned to the home page of the Site;
  • Create a database by systematically downloading and storing all or any Site;
  • Access, reload, or refresh pages, or make any other request to servers, more than once during any three-second interval; or
  • Request more than 500 pages of the Site in any 24-hour period, whether alone or with a group of individuals, by manual or automatic device or process.

Churchill will have the right to investigate and take all appropriate legal action to prevent, stop or deter violations of any of the above. Churchill may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use or the rights of any third party.

You acknowledge that Churchill has no obligation to monitor your access to or use of the Site, but has the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Churchill reserves the right, at any time and without prior notice, to remove or disable access to the Site if Churchill, in its absolute discretion, considers your actions to be in violation of these Terms of Use or otherwise harmful to the Site.

We may terminate your use of the Site for any conduct that we consider to be inappropriate, or for your breach of these Terms of Use, including the Rules of Conduct. We reserve the right to remove any content from the Site at any time, for any reason.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company in the Site are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of Churchill or that Churchill endorses, recommends or approves the services or products of such companies. News stories reflect only the author’s opinion and not necessarily that of Churchill.

LINKS TO THIRD PARTY WEBSITES

The Site may contain hyperlinks to websites operated by parties other than Churchill, which may not have been screened or reviewed by Churchill and which may contain inaccurate, inappropriate or offensive material, products or services. Churchill does not control such websites, and Churchill assumes no responsibility or liability with regard to the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. Churchill’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

THIRD PARTY MATERIALS

You may be able to access, review, display or use third party services, resources, content or information (“Third Party Materials”) via the Site. You acknowledge sole responsibility for, and assume all risk arising from, your access to, use of or reliance upon any such Third Party Materials. Churchill claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials. Your ability to access or link to Third Party Materials does not imply any endorsement by Churchill of Third Party Materials or any such third party services. You acknowledge and agree that Churchill: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services referenced in  such Third Party Materials; and (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance on or use of such Third Party Materials. Notwithstanding the foregoing, Churchill reserves the right to remove Third Party Materials at any time in Churchill’s absolute discretion.

These Terms of Use do not authorize you to, and you may not, reproduce, distribute, publicly display, publicly perform, communicate to the public, make available, create derivative works of or otherwise use or exploit any Third Party Materials in violation of applicable copyright law, and the owners of such Third Party Materials may have the right to seek damages against you for any such violation.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND MAY BE SUBJECT TO ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (INCLUDING, WHERE APPLICABLE, THE TERMS OF USE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

THIRD PARTY SERVICE PROVIDERS

We use third party service providers, vendors, and licensors to assist in providing our services (each, a “Third Party Service Provider”). You hereby consent and authorize us to delegate the authorizations you provide to us to our Third Party Service Provider(s) as we deem necessary or desirable to provide the services to you. You agree that the terms and conditions of these Terms of Use, including without limitation the warranty disclaimers and liability limitations incorporated into these Terms of Use, inure to the benefit of such Third Party Service Providers and such Third Party Service Providers are deemed to be third party beneficiaries of these Terms of Use. You also agree that all references to us within these Terms of Use and any incorporated terms are also deemed to include, where applicable, our agents, such as the Third Party Service Providers.

MODIFICATION AND MONITORING OF SITE

Churchill reserves the right, at its discretion, to change, modify, add or remove portions of the Site without notice to you and to modify these Terms of Use at any time. We may notify you of any changes to these Terms of Use by any reasonable means, including by posting the revised Terms of Use on the Site. We may also announce any material changes to these Terms of Use through the Site and/or via email if we have your email address so it is important to keep your email address up to date. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page of the Site. The date of the most recent revision shall be noted at the beginning of these Terms of Use. By continuing to access or use the Site after we have posted modified Terms of Use or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Site. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms of Use will apply to any dispute between you and Churchill that arose prior to the date of such revision. These Terms of Use may only be modified in writing as set forth in this paragraph, and may not be modified orally. Churchill expressly reserves the right to monitor any and all use of the Site.

TERMINATION AND CANCELLATION

Churchill reserves the right to modify or terminate the Site and to terminate your access to the Site, without notice at any time and for any reason.

INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless Churchill, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Site or any product or service related thereto, or any of your other acts or omissions.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, Churchill controls and operates the Site from its offices within the State of California, United States of America.

  • Churchill does not claim that materials in the Site are appropriate or available for use in locations other than California. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.
  • Software from the Site is further subject to United States export controls. Software from the Site may not be downloaded or otherwise exported or re-exported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

These Terms of Use are governed by the laws of the State of California, without regard to its choice of law provisions. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

ARBITRATION OF PROBLEMS AND DISPUTES

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. YOU AND CHURCHILL AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND PERMITTED ASSIGNS AGREE TO ARBITRATION AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF OR INABILITY TO USE THE SITE. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts.

THE PARTIES WAIVE THE RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL.  To the extent provided by law, the parties agree that any dispute between or among any of the parties or their affiliates arising out of, relating to or in connection with these Terms of Use or the Site, including the determination of the scope and applicability of the agreement to arbitrate, shall be resolved exclusively through binding arbitration conducted under the auspices of JAMS, pursuant to its Comprehensive Arbitration Rules and Procedures.  The arbitration hearing shall be held in the county and state of the principal office of Churchill at the time the dispute arises.  Disputes shall not be resolved in any other forum or venue.  The arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the securities business.  The parties agree that the arbitrator shall apply the substantive law of California to all state law claims, that limited discovery shall be conducted in accordance with JAMS’ Comprehensive Arbitration Rules & Procedures, and that the arbitrator may not award punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for the specific claims asserted.  In accordance with JAMS’ Comprehensive Arbitration Rules & Procedures, the arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim.  The award shall not include or be accompanied by any findings of fact, conclusions of law or other written explanation of the reasons for the award.  The parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law.  Any award rendered by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction in the county and state of the principal office of Churchill at the time the award is rendered or as otherwise provided by law.  The parties shall maintain the confidential nature of the arbitration proceeding and the award, including when seeking to confirm or vacate the award in court, unless otherwise required by law or judicial decision.

YOU AND CHURCHILL AGREE THAT YOU AND CHURCHILL MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

CONSENT TO ELECTRONIC COMMUNICATIONS

Churchill may provide you with statements, reports and other communications relating to your investments in electronic form, such as e-mail or via the Site. You hereby consent to receive statements, reports and other communications regarding your account and its management exclusively in electronic form without separate mailing of paper copies. Without limiting the generality of the foregoing, you hereby agree that Churchill may provide any communication or notification to you electronically and you hereby consent to receive by electronic means any and all agreements, documents, disclosures and/or notices required to be given by applicable law, regulation or internal Churchill policy. You also consent to allow Churchill to respond to any inquiries or communications by e-mail, fax or other electronic means regardless of the format of the original inquiry. You agree that electronic copies of communications are valid and you will not contest the validity or enforceability of such communications or any related transactions, absent proof of altered data or tampering. To the full extent provided by applicable law, you agree and acknowledge that all electronic communications delivered to you by Churchill: (i) shall be given the same legal effect as signed paper communications; (ii) shall be considered a “writing” or “in writing;” and (iii) shall be deemed for all purposes to have been “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. You agree that all electronic communications and actions recorded by Churchill shall be deemed valid and admissible originals.

You agree and consent that your electronic signature on agreements and documents has the same legal effect as if you signed such agreements and documents in ink and will be deemed valid, authentic, enforceable and binding. You understand and acknowledge that the federal Electronic Signatures in Global and National Commerce Act defines an “electronic signature” as an electronic sound, symbol or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to be bound by such contract or record. Based on this definition, you further consent that your electronic actions or your participation in certain electronic processes that are logically associated with a contract or any fully disclosed terms and conditions shall also have the same legal effect as if you signed such contract or agreed to such terms and conditions by providing your written signature in ink and you agree that such actions/participation will be deemed a valid and binding contract to the extent such actions/participation indicates your intent to be legally bound. Without limiting the generality of the foregoing, you may accept terms and conditions of an agreement by replying to an e-mail with express approval or assent.

You agree to be bound by any agreement or consent you transmit to or through the Site via any media or electronic device, including internet, telephone and wireless devices.  You agree that when you click on any “I Agree” or “I Consent” or other similarly worded “button” or entry field with your mouse, keystroke or other device, your agreement shall be legally binding and enforceable and a legal equivalent of your handwritten signature.  

You also acknowledge that electronic transmissions over the Internet, including e-mails from Churchill, may be accessed by recipients other than you and may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient, may contain computer viruses or other defects and may not be successfully replicated on other systems. Churchill gives no warranties in relation to these matters. Churchill reserves the right to intercept, monitor and retain electronic communications to and from the Site and its computer systems as permitted by applicable law. If you have any doubts about the authenticity of an e-mail purportedly sent by Churchill, please contact the purported sender immediately.

You understand that trading instructions provided electronically (email, text or otherwise) or left on a voice mail message cannot be accepted and will not be executed. You further agree that in order for such instruction to be executed that you will speak with a member of Churchill. In addition, all trade instructions may not occur for forty-eight hours.

TECHNICAL REQUIREMENTS

To receive electronic communications and electronically signed agreements, you must maintain a valid email address. You hereby agree to notify us immediately if your email address changes. To notify us of your new email address, please contact a member of our client service team. 

To receive electronic records, you must have access to:

– a computer or mobile device with an operating system we support, 

– an Internet browser we support,

– a connection to the Internet, and

– a program that accurately reads and displays PDF files (such as Adobe® Acrobat® Reader).

The following link includes more information on the hardware, software and operating systems that we currently support: Technical Requirements. https://www.churchillmanagement.com/software-hardware-requirements/. You should check the Technical Requirements page occasionally for updates on supported hardware, software and operating systems.

You will also need a printer if you wish to print out and retain records on paper, and electronic storage if you wish to retain records in electronic form.

CHANGING YOUR CONSENT

If you elect to receive required notices and disclosures only in paper format, it may slow the speed at which we can complete certain steps in transactions with you and delivering services to you. Nonetheless, you may change your consent at any time. Your consent to electronic communications and E-signing may also be withdrawn at any time by providing us with written notice that has been sent to the address below. Notwithstanding your change of consent, any electronic communications provided or agreements entered into with your electronic signature prior to your consent being withdrawn shall remain effective and binding. Your correspondence must contain in the body of such request your e-mail address, full name, street address, and telephone number.

Churchill Management Group

5900 Wilshire Boulevard

Suite 400

Los Angeles, California 90036

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and Churchill as a result of these Terms of Use or use of the Site.

Churchill’s performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of Churchill’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Churchill with respect to such use. 

These Terms of Use constitute the entire agreement between the user and Churchill with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Churchill with respect to the Site.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Site after accessing the Site, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, (c) you agree that Churchill may provide any communication or notification to you electronically and you hereby consent to receive by electronic means any and all agreements, documents, disclosures and/or notices required to be given by applicable law, regulation or internal Churchill policy, (d) you acknowledge that you can access information that is provided electronically at this Site, and (e) you will use the information on the Site in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the same may be amended by Churchill online or otherwise from time to time. A printed version of these Terms of Use and any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

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