Terms of Use | Wolfe Alternative Asset Management | Wolfe Alternative Asset Management

These Terms, as modified from time-to-time, are made by and between: (i) you, personally, and if you access this Site (defined below) on behalf of someone else, you and such person on whose behalf you access this Site (“you”); and (ii) each Wolfe entity that provides services to you through the Site, including Wolfe Research, LLC (“Wolfe Research”), Wolfe Research Advisors, LLC (“WRA”) and WR Securities, LLC (dba Wolfe Research Securities) (“WRS”) and (together, “Wolfe Research” or “we” or “us”). “We” or “us” can also mean, as the context may require, a Wolfe entity separately rather all of the Wolfe entities collectively.

These Terms set forth the terms and conditions of: (i) your use of our website (including www.wolferesearch.com and any related website) and any mobile application or other electronic platform through which we provide services to you (the “Site”); and (ii) any Services (defined below) that we provide to you through the Site or other means.

I. General Terms

The terms in this Article I shall apply to your use of the Site and all Services that we provide to you.

Definitions.
“Applicable Law” means all applicable federal and state laws, rules and regulations and the rules of any applicable self-regulatory organization.
“Communications” means any documents, communications and information related to your relationship with us including, without limitation, agreements, disclosures, statements, confirmations, offering documents, issuer communications, tax forms, and all other similar or related documents, communications and information.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“Losses” means any liabilities, losses, costs, judgments, penalties, claims, actions, damages of any kind (whether direct, indirect, incidental, special, punitive, or consequential), expenses (including legal expenses), or attorney’s fees.
“Securities Act” means the Securities Act of 1933, as amended.
“Services” means all services that we offer through or in connection with the Site, regardless of how you access them (for example, in person, over the phone, through the Site).
“Terms” means these Terms of Use and any supplemental agreements relating to the Site or Services, each of which is expressly incorporated by reference into these Terms.
“Third-Party Provider” means any third-party who provides information, tools, or services, including financial and investment tools, Market Data, reports, alerts, calculators, access to online conferences, telecasts, and bulletin boards, in connection with the Services whether through the Site or otherwise.
“Wolfe Indemnified Persons” means us, our affiliates, Third-Party Providers and our and their officers, directors, owners, shareholders, employees, agents or representatives.
The Site and Services.
1. Availability. We do not guarantee that the Site or Services will be available to you at a particular time. Access to the Site or Services may be limited, delayed or unavailable during periods of peak demand, system upgrades, or other reasons. We reserve the right to suspend or modify the Site or Services or deny access to the Site or Services, in each case at any time without prior notice and for any reason. We will not be liable for the unavailability, delay, or failure of any the Site or Services at any particular time or for the accessibility of, transmission quality of, outages to, or malfunction of any telephone circuits, computer system, or software.
2. Use of the Site and Services. You will use the Site and Services solely for lawful purposes and as permitted by these Terms. You will not transmit through the Site any material that violates or infringes in any way upon the rights of others or would encourage conduct that may give rise to civil or criminal liability. You will not modify, copy, publish, transmit, license, participate in the transfer or sale of, reproduce, create derivative works from, distribute, redistribute, display, or in any way exploit the Site or Services. You will not upload, post, decompile, reverse engineer, disassemble, modify, copy, distribute, transmit, reproduce, republish, license, display, sell or transfer, or create derivative products from the Site or Services. Software accessed on the Site is subject to U.S. export controls and may not be downloaded by any person prohibited from doing so by Applicable Law. You may download such software on a single device for your use, provided you keep intact all copyright and other proprietary notices. Third-Party Providers may enforce these Terms against you and take action against you for your breach of these Terms.
3. Credentials and Security. Certain areas of the Site and Services may require login credentials to access. In order to access the Site and Services (or portions thereof), you may be required to create or will be given login credentials, including a username and password. You are solely responsible for keeping your username, password, and other details safe, and for the safety and security of any electronic devices through which you access the Site or Services (which may include a phone, tablet, computer, or any similar device) (a “Device”), including by: (x) taking all reasonable steps to avoid the loss, theft, or misuse of any such Device; (y) engaging available protections provided by any such Device, such as passcodes, biometric login (e.g., fingerprint or face-scan), or similar; and (z) keeping the access credentials for any such Device safe and secret at all times. Any loss or compromise of your Device, email account, username, password, or other access credentials may result in unauthorized access to your information and Services by third parties. You agree to notify us immediately and in any event within 24 hours if you become aware of: (i) any loss, theft, or unauthorized use of your username, password or other credentials, or of your Device; (ii) any failure by you to receive any Communications; (iii) any receipt by you of a Communication that you do not recognize; (iv) any inaccurate information in or relating to the Services you receive from us; (v) any receipt by you of a security notification that notifies you of an event or action that you do not recognize; or (vi) any other unauthorized use or access of your information or Services (any events (i)-(vi), a “Potential Fraudulent Event”). You agree to, as appropriate, report any Potential Fraudulent Event promptly to legal authorities and provide us a copy of any report prepared by such legal authorities. You agree to cooperate fully with the legal authorities and us in any investigation of any Potential Fraudulent Event, and to complete any required affidavits promptly, accurately, and thoroughly. To the extent permitted under Applicable Law, you agree to indemnify and hold harmless any Wolfe Indemnified Persons from and against any Losses arising out of or relating to any Potential Fraudulent Event.
4. Market Data. We may provide or make available to you certain content, information, or data that may include information or data relating to securities and the securities markets, including last sale transaction data, bid and ask quotations, fundamental information, and other security information or data (collectively, “Market Data”). You understand and agree that neither we nor any Third-Party Provider guarantees the timeliness, sequence, accuracy, completeness, reliability or content of the Market Data. You agree that your use of any Market Data is at your sole risk. You agree not to reproduce, distribute, sell or commercially exploit the Market Data. Any Market Data is provided on an "as is," "as available" basis without warranties of any kind, either express or implied, including, without limitation, those of merchantability and fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to these Terms.
5. Intellectual Property. Your use of the Site and Services and Platform will not confer any title, ownership interest, or intellectual property rights to you. The Site and Services are protected under U.S. patent and copyright laws, international treaties or conventions and other laws, and will remain the exclusive property of us or Third-Party Providers. Company names, logos, and all related product and service names, design marks, and slogans of us or our affiliates or any Third-Party Provider are the property of the respective company. You are not authorized to use any such name or mark in any advertising, for publicity, or in any other commercial manner. We reserve all rights not expressly granted in and to the Site and Services and their content. The Site and Services and all content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is protected as a compilation under the copyright laws of the United States and other countries.
6. Hyperlinks. The Site may include hyperlinks to websites owned or operated by affiliated or unaffiliated third parties. Neither we nor Third-Party Providers are responsible for the content or availability of such other websites, and we shall not be responsible or liable for any Losses in connection with reliance on such sites.
7. Forward-Looking Statements. The Site or Services may include forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) about securities of an issuer. To the extent that statements on the Site or Services do not relate to historical or current facts, they constitute forward-looking statements. The words "outlook", "believes", “expects", "potential", "continues", "may", "will", "could", "should", "seeks", "approximately", "predicts", "intends", "plans", "estimates", "anticipates", and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the applicable person in light of the information currently available to such person, and involve known and unknown risks, uncertainties, and other factors. Such risks, uncertainties, and other factors may cause actual results, performance, achievements, or financial position to be materially different from any future results, performance, achievements, or financial position expressed or implied by these forward-looking statements. We undertake no obligation to review, verify, or update any forward-looking statements to reflect subsequently occurring events or circumstances or to reflect unanticipated events or developments.
8. Limitations. The Services are offered only in jurisdictions where they may be legally offered. The Site shall not be considered a solicitation for or offering of any investment product or service to any person in any jurisdiction where such solicitation or offering would be illegal.
Electronic Delivery and Dealings.
1. Consent. By accessing the Site and receiving Services from us, you agree to conduct business with us electronically and consent to the electronic delivery of all Communications. You acknowledge and agree that electronic dealings and Communications are integral to, and are a condition to, your relationship with us. You agree that if you do not wish to consent to electronic dealings and Communications, you should not access the Site or receive Services from us. While Communications will generally be delivered through the Site, we may also deliver Communications to you through any other form or manner of electronic communications permitted under Applicable Law, including through e-mail and text messages. You acknowledge that Communications may contain information regarding your personal financial matters and you consent to the delivery of such information by electronic means. Your consent to electronic delivery is effective until revoked in accordance with the terms of these Terms.
2. Non-electronic delivery. Notwithstanding your consent to electronic delivery of all Communications, we may, in our discretion (or if required by Applicable Law), deliver any Communications to you through the mail, including if we have reason to believe that you are not receiving Communications electronically; provided that, any delivery of Communications to you through the mail does not alter your consent to electronic delivery of Communications.
3. Accessing Communications. We will generally notify you by email or other electronic means (including, but not limited to, alerts or other messaging through the Site) when a Communication eligible for electronic delivery is available through the Site. Regardless of whether or not you receive an electronic notification, you agree to check the Site regularly to avoid missing any time-sensitive or otherwise important Communications. You acknowledge and agree that you should download or print copies of any Communications that you would like to save for your records.
4. Revocation of consent. Your consent to electronic delivery will remain effective until you revoke it. You may revoke your consent at any time by calling us at 646-582-9355 or emailing our Help Desk at HD@WolfeResearch.com. You agree that any revocation of your consent to electronic delivery will take effect once we have had a reasonable time to process the revocation, and we may continue to deliver Communications electronically until the revocation has been processed. For the avoidance of doubt, any revocation of consent to electronic delivery must be explicit, and any request to provide a paper copy of one or more Communications will not constitute a revocation of consent to electronic delivery. You agree that if you revoke your consent to electronic delivery we have the right to limit or terminate the Services that we provide to you. To the extent that we determine, in our discretion, to continue to provide Services to you after you have revoked consent to electronic delivery, we may: (i) charge a reasonable fee for the delivery of any Communication to you through the mail in paper form; and (ii) continue to deliver electronically any Communications that are not required to be delivered to you in writing under Applicable Law.
5. Technical requirements. You understand and agree that a valid e-mail address is required to receive many of the Services through the Site. If your e-mail address changes, you agree to notify us immediately, which you may do through the Site. You understand and agree that you must also have a computer or other device with internet access, an updated web browser, a program that accurately reads and displays PDF files (such as Adobe Acrobat Reader and similar products), the ability to download and save or print Communications to retain them for your records, and, for certain Services, the ability to access the Site through two-factor authentication. You are responsible for obtaining and maintaining all equipment and services required for online access to the Site. You understand and agree that, if our hardware or software requirements change and we give you notice of the revised hardware or software requirements, continuing to use the Services or Site after receiving notice of the change is reaffirmation of your consent.
6. Electronic Signatures. You consent to the use of electronic signatures and any other legally permissible electronic means of manifesting your assent (“Electronic Signatures”) in connection with the Site and all Services. Your use of Electronic Signatures legally binds you in the same manner as if you had manually signed. If you use an Electronic Signature with respect to a document, you represent that you have the ability to access and retain a record of the document.
You and Your Obligations.
1. Representations, Warranties and Covenants. You and each person entering into these Terms (including electronically) on your behalf represent, warrant, and covenant that: (i) you have duly authorized the execution and implementation of these Terms, and these Terms have been executed by persons authorized to do so; (ii) if you are an individual, you are at least 18 years old and of legal age to enter into these Terms; (iii) all the information that you have provided to us through the Site and in connection with the Services is true and correct, and you will promptly notify us in writing of any change in such information, including your contact information, which we are entitled to rely on until you have notified us of a change; (iv) entering into these Terms does not conflict with or violate any provision of law, regulation, policy, contract, deed of trust, articles of incorporation, limited liability company agreement, partnership agreement, or other instrument to which you are a party or by which you are bound, and these Terms constitute a valid and binding obligation enforceable in accordance with their terms; (v) you shall promptly deliver such information, papers, and documents required or reasonably requested by us in our sole discretion in connection with the performance of your obligations under these Terms, including, but not limited to, all such evidence of authority to act, designations of Authorized Persons (defined below), trust agreements or certifications, and certified copies of articles of incorporation, limited liability company agreements, partnership agreements, and similar organizational documents; (vi) if you are an individual, you are a resident of the United States; (vii) if you are a corporation, limited liability company, partnership, trust, or other similar entity, you are incorporated or organized under the laws of a U.S. state or territory or the District of Columbia and are domiciled with a principal place of business in a U.S. state or territory or the District of Columbia; and (viii) you shall promptly notify us of any change in the foregoing representations, warranties, and covenants, and you will hold harmless and indemnify all Wolfe Indemnified Persons against any and all Losses caused by the inaccuracy or breach by you of any of the foregoing representations, warranties, or covenants.
2. Authorized Persons. You agree, to the extent applicable, that: (i) each natural person who is identified to us as a person who is authorized to act on your behalf with respect to the Services (each, an “Authorized Person”) is authorized to provide instructions with respect to the Services, to provide any required or requested tax certifications, to bind you to these Terms, to designate other Authorized Persons, and to revoke the designation of other Authorized Persons; (ii) each Authorized Person is authorized to act individually, independently and without the consent of any board of directors, board of trustees, member, manager, officer or similar person or body; (iii) notice sent to any Authorized Person will constitute notice to you; (iv) nothing in the organizational documents, agreements or laws governing you imposes any obligation upon us to determine the purpose or propriety (A) of any instructions received from any Authorized Person or (B) of payments or deliveries to or among Authorized Persons; and (v) we are not obligated to make any inquiry as to the authority, capacity, existence, or identity of any Authorized Person. The foregoing authority of each Authorized Person shall remain in full force and effect until such authority is revoked through written or electronic instructions, in such form as we may be required, that are delivered to and accepted by us. Each Authorized Person agrees, in his or her personal capacity, that his or her relationship with us with respect to the Services will be governed by these Terms. Each Authorized Person that submits information about you to us certifies, represents and warrants that all such information is complete, true and accurate. In the case of the termination or dissolution of a legal entity, each Authorized Person agrees to notify you promptly in writing and to execute any supplementary authorization that you may require.
3. Prohibited Conduct. You agree that you will not:
  - Use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tool, program, algorithm, or methodology to access, acquire, copy, or monitor the Site or Services without our prior express written consent, which may be withheld in our sole discretion;
  - Use, extract, download or retrieve any information from the Site or Services, in whole or in part, to train, develop or finetune any artificial intelligence (which includes predictive software or algorithms, neural networks, machine learning models, large language models and similar technology), or to provide or reproduce this information, in whole or in part, as a prompt or input to any such artificial intelligence, whether private to you or publicly available;
  - Redistribute any data or content from the Site or Services, or otherwise use any such data or content except solely for the express purpose for which it was made available to you;
  - Post or transmit any file which contains viruses, worms, Trojan horses, or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Site or Services;
  - Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site or Services;
  - Post or transmit any content which is libelous or defamatory, or which discloses private or personal matters concerning any person without their permission;
  - Post or transmit any content that, in our sole discretion: (i) is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, or offensive; (ii) encourages conduct that would be considered a criminal offense, give rise to civil liability or violates any law; or (iii) is otherwise inappropriate;
  - Post or transmit any content that would violate the property rights of others, including unauthorized use of any copyrighted text, images, or programs, trade secrets, or confidential or proprietary information, or trademarks service marks used in an infringing fashion;
  - Copy or use personally identifying or business contact information about other users without their permission, post or transmit any advertising, promotional materials, or any other solicitation of other users to use goods or services except in areas explicitly designated for such purpose;
  - Send unsolicited emails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Site or Services; or
  - Interfere with other users’ use of the Site or Services, including disrupting the normal flow of dialogue in an interactive area, deleting or revising any content posted by another person or entity, impersonating another person or entity, or taking any action that imposes a disproportionate burden on the Site’s or Services’ infrastructure or that negatively affects the availability of the Site or Services to others.
Fees. You agree to pay any fees, costs and expenses for the Services when due. Applicable fees will be posted on the Site or disclosed separately to you. You acknowledge and agree that the prevailing fees may change and that we reserve the right to vary fees among users and customers.
Privacy. You acknowledge and agree to the terms of our Privacy Policy.
NO WARRANTY. THE INFORMATION PROVIDED THROUGH THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND OTHER PROPRIETARY RIGHTS. WE DO NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE ACCURACY, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, SPEED OF DELIVERY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED ON THE SITE OR THROUGH THE SERVICES AND WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS AND OMISSIONS IN THESE MATERIALS AND FOR THE USE OR INTERPRETATION BY OTHERS OF INFORMATION CONTAINED ON THE SITE.
Limitation of Liability. Except to the extent required under Applicable Law, no Wolfe Indemnified Persons shall be liable to you or any other party for any Losses with respect to any matters pertaining to these Terms, the Site or the Services, except to the extent that such Losses are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted directly from our gross negligence or willful misconduct. In addition, no Wolfe Indemnified Person shall be liable to you for: (i) any Losses resulting from a cause over which we do not have direct control, including war (whether declared or undeclared), terrorist acts, insurrections, riots, fires, floods, utility failures, accidents, natural disasters, or over events of nature, strikes, labor disputes, actions of government, exchange or market rulings, suspension of trading, and power, computer, network, connections or mechanical failure or malfunction; (ii) any Losses caused by any acts or omissions of any agent selected by us with reasonable care; or (iii) any special, indirect, incidental, consequential, punitive or exemplary damages (including lost profits or trading losses).
Indemnification. You agree to indemnify and hold harmless all Wolfe Indemnified Persons from any and all Losses resulting or arising directly or indirectly from your use of the Site and the Services.
Governing Law. These Terms will be governed by the laws of the State of New York, but not its conflicts of law provisions.
Dispute Resolution.
1. This Section I.11.a applies with respect to any dispute between you and us in which WRS is not a party. We and you agree to attempt informal resolution of any dispute arising in connection with these Terms or the Services prior to any demand for adjudication of any kind and to notify each other in writing of any such dispute within thirty calendar days of when it arises. Notice to us shall be sent to Legal@WolfeResearch.com. We and you further agree that if we cannot solve such dispute informally, any such dispute shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes, and we and you hereby expressly waive trial by jury and right to participate in a class action lawsuit or class wide arbitration. The arbitration will occur, at your election, in the county of your domicile or in New York, NY and will be conducted confidentially by a single, neutral arbitrator. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. Any costs, fees or taxes involved in enforcing an award shall be fully assessed against and paid by the party resisting enforcement of said award. If any party unsuccessfully resists confirmation or enforcement of an arbitration award rendered under these Terms, then that party shall pay all costs, attorneys’ fees, and expenses incurred by the other party or parties in confirming or enforcing the award. We and you further agree that the state or federal courts in New York, NY have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Notwithstanding anything to the contrary in this Section, we and you retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights, including copyrights, trademarks, trade secrets, database rights, and patents. In the event the prohibition on class arbitration or any other provision of this Section is deemed invalid or unenforceable, then you agree and understand that the remaining portions of the arbitration provisions in this Section will remain in full force and effect.
2. This Section I.11.b applies with respect to any dispute between you and WRS. This Agreement contains a predispute arbitration clause. By signing an arbitration clause, the parties agree as follows:
  - All parties to these Terms are giving up their right to sue each other in court, including the right to jury trial, 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 may include a minority of arbitrators who were or are affiliated with the securities industry.
  - 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.
  - The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.
  No person will 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 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) the client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Agreement except to the extent stated herein.
  You agree that any controversy or claim between you and WRS arising out of or relating to the activities contemplated under these Terms or the Services provided by WRS, including any controversy over the arbitrability of a dispute, will be settled by arbitration. This arbitration agreement will be binding upon and inure to the benefit of the parties hereto and their respective representatives, attorneys-in-fact, heirs, successors, assigns and any other persons having or claiming to have a legal or beneficial interest, including court-appointed trustees and receivers. Such arbitration will be conducted by, and according to the securities arbitration rules and regulations then in effect of the Financial Industry Regulatory Authority (FINRA). Any party may initiate arbitration by filing a written claim with FINRA. If arbitration before FINRA is unavailable or impossible for any reason, then such arbitration will be conducted by, and according to the rules and regulations then in effect of, the American Arbitration Association. Any award the arbitrator makes shall be final and binding, and judgment on it may be entered in any court having jurisdiction. This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. If any party unsuccessfully resists confirmation or enforcement of an arbitration award rendered under these Terms, then that party shall pay all costs, attorneys’ fees, and expenses incurred by the other party or parties in confirming or enforcing the award. Arbitration must be initiated by service upon the other party of a written demand for arbitration or notice of intention to arbitrate. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.
Miscellaneous
1. Recording of Communications. You understand and agree that we may record and monitor any telephone or electronic communications with you. Unless otherwise agreed in writing in advance, we do not consent to the recording of our telephone or electronic communications by you or any third party. You acknowledge and understand that not all telephone or electronic communications are recorded by us, and we do not guarantee that recordings of any particular telephone or electronic communications will be retained or are capable of being retrieved.
2. Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable under present or future laws, such provisions shall be fully severable. In such event: (i) these Terms shall be construed and enforced as if such illegal, invalid, or unenforceable provision has never comprised a part of these Terms or was modified to be legal, valid, and enforceable; and (ii) the remaining provisions of these Terms shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provisions or by their severance from these Terms, to the extent permitted by Applicable Law.
3. Entirety of Agreement. These Terms contain the entire agreement between you and us with respect to the subject matter herein and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us.
4. Assignment. You may not assign these Terms or any rights or obligations under these Terms without first obtaining our prior written consent, and you agree that these Terms are binding on your heirs, executors, administrators, successors, and permitted assigns. To the extent permitted under Applicable Law, we may assign, sell, or transfer your relationship and these Terms, or any portion thereof, at any time, without your prior consent, and these Terms will inure to the benefit of our successors and assigns.
5. Amendment. We reserve the right to amend these Terms upon notice to you or as required by Applicable Law. The current version of these Terms will be posted on the Site. Your use of the Services or Site after any amendment of these Terms constitutes your agreement to be bound by all amendments to these Terms, regardless of whether you have actually reviewed them. We are not bound by any verbal statements that seek to amend these Terms.
6. Waiver. Our failure to insist on compliance with these Terms will not constitute a waiver of any of our rights.
7. No Tax or Legal Advice. You acknowledge and agree that we do not provide any tax or legal advice.
8. Termination. These Terms and your access to the Site and the Services are effective until terminated by us. The terms of Sections I.3, I.5, I.6, I.8, I.9, I,10, I.11, I.12, II.3, and II.4 shall survive the termination of these Terms.

II. Private Fund Terms

The terms of this Article II shall apply to the Private Fund Services (defined below) that we provide and any transactions or other interactions between you and us with respect to the Private Fund Services. In the event of any conflict between the terms of this Article II and the rest of the Terms with respect to the subject matter of this Article II, the terms of this Article II shall prevail.

Private Fund Services. We may make any of the following services available to you, whether through the Site or otherwise: (i) providing access to offering documents, marketing materials and other information regarding securities being offered in a private offering (“Private Securities”) and the issuers of such Private Securities (“Issuers”); (ii) referring or introducing you to Issuers or their affiliates in connection with potential offerings of Private Securities; (iii) introducing you or providing you with access to other persons interested in purchasing Private Securities from you (“Buyers”) or selling Private Securities to you (“Sellers”) in secondary transactions; (iv) providing you with technology to facilitate communications between you and Issuers, Buyers and Sellers with respect to the negotiation and execution of transactions in Private Securities; (v) collecting and distributing bids, offers and indications of interest with respect to Private Securities from you, Buyers, Sellers and Issuers; (vi) brokering transactions in Private Securities between you and Buyers, Sellers and Issuers; (vii) coordinating with and facilitating communications between you and Buyers, Sellers and Issuers as necessary or appropriate to facilitate the consummation and settlement of transactions in Private Securities; and (viii) other services related to the foregoing (“Private Fund Services”). Any transaction in Private Securities through the Private Fund Services will be brokered by WRS.
Limitations on the Private Fund Services.
1. Negotiation of Transactions. You acknowledge and agree that any transaction that you seek to execute through the Private Fund Services is subject to you and the applicable Buyer, Seller or Issuer agreeing to the terms of such transaction. We may facilitate communications between you and such counterparty, but we are not responsible for the price or other terms that you agree to with such counterparty.
2. Conditions and Contingencies. Transactions that you seek to execute through the Private Fund Services may be contingent on one or more of the following: (i) execution of required transaction documentation; (ii) approval of the transaction by the applicable Issuer; (iii) verification of your identity and the completion of anti-money laundering, sanctions and other similar checks; (iv) confirmation or verification of your qualification under Applicable Law to participate in such transaction; (v) the availability of the applicable shares or interests; (vi) the counterparty’s ability to settle the transaction; (vii) such other conditions as we impose in our discretion; and (viii) other conditions and factors, including conditions and factors that are outside our control. Neither WRS nor any of its affiliates provide any guarantee regarding the execution of any transaction through the Private Fund Services, including performance by any Buyer, Seller or Issuer that you transact with, and you agree that no Wolfe Indemnified Person shall be liable to you for any Losses that you may incur as a result of your inability to execute any transaction through the Private Fund Services.
3. No Recommendations or Investment Advice. You acknowledge and agree that: (i) you are responsible for all investment and other decisions that you make with respect to the Private Fund Services, including decisions to buy, sell or hold investments or continue with an investment strategy, and all such decisions are at your own risk; (ii) neither WRS nor any of its affiliates are, or shall become, a fiduciary with respect to the Private Fund Services; (iii) neither WRS nor any of its affiliates provides recommendations or personalized investment advice to you in connection with the Private Fund Services; (iv) any communications from WRS or any of its affiliates, including any research, analysis, news, or other information that is made available through the Site or otherwise, should not be relied upon by as a recommendation or personalized investment advice to you; and (v) neither WRS nor any of its affiliates has any duty to monitor any investments that you make in connection with the Private Fund Services.
4. Limited Representations and Warranties. We make no representations or warranties to you regarding: (i) any Private Securities or Issuer, including the merits or advisability of investing in any Private Securities or Issuer; (ii) the accuracy or completeness of any private placement or offering memorandums, organizational documents, subscription agreements, marketing materials, due diligence materials or other similar offering or market documents with respect to any Private Securities or Issuer provided by the Issuer or their affiliate or agent (“Offering Materials”) or any statements or communications (including oral statement or communications) regarding any Private Securities or Issuer made to you by an Issuer or their affiliate or agent; and (iii) any due diligence or review that we have done regarding any Private Securities or Issuer.
5. Our Capacity; No Custody or Reporting. You are not opening a brokerage account with WRS and WRS will not maintain custody of any Private Securities that you purchase through the Private Fund Services or provide any reporting to you regarding such Private Securities.
Fees. You agree to pay such fees for the Private Fund Services as may be disclosed to you from time to time. A fee may be charged to you by WRS in connection with any transaction in Private Securities that you execute through the Private Fund Services, and the amount or rate and manner of payment of such fee will be disclosed to you prior to the execution of such transaction.
Non-Circumvention. You acknowledge and agree that the Private Fund Services are being provided by us in exchange for fees or the expectation of fees in the future. You agree that if you are introduced to a potential transaction in Private Securities with a Buyer, Seller or Issuer through the Private Fund Services (an “Introduced Transaction”): (i) the execution of any such Introduced Transaction shall be brokered by WRS and you shall not execute, or attempt to execute, any such Introduced Transaction away from WRS, the Private Fund Services or the Site; and (ii) you are liable to WRS for payment of any applicable fees with respect to any Introduced Transaction that you execute in violation of these Terms; provided that (x) the foregoing restrictions shall not apply where we refer you to a Buyer, Seller or Issuer and it is expressly contemplated in writing that our services are limited to such referral and that we will not broker any transaction between you and such Buyer, Seller or Issuer; and (y) you are not restricted from (A) purchasing any Private Securities from or selling any Private Securities to any person whom you were not introduced to through the Private Fund Services, or (B) participating in any offering of securities by an Issuer than is separate from any offering that you were introduced to through the Private Fund Services or Site.
Your Obligations. You represent, warrant, covenant and agree as of the date hereof and continuously during any period when you receive the Private Fund Services:
1. You are a sophisticated investor with considerable experience in financial and business matters and are capable of evaluating the merits and risks of the purchase or sale of Private Securities and of protecting your own interests in connection with any transactions in Private Securities.
2. Any bids, offers, indications of interest or similar communications that you make in connection with the Private Fund Services will be genuine and bona fide and not for any manipulative or other unlawful purpose.
3. You will not, through the Private Fund Services, purchase or sell any security on the basis of material nonpublic information about that security or issuer in breach of a duty of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that security or the shareholders of that issuer, or to any other person who is the source of the material nonpublic information.
4. You will comply with all applicable federal and state securities laws, rules, and regulations, including Exchange Act Rule 10b-5, in connection with your use of the Private Fund Services and any transactions executed in connection therewith.
5. When you act as seller with respect to Private Securities, you are relying on an appropriate exemption from registration under the Securities Act of 1933, as amended, for any sale of such Private Securities and have complied with any applicable conditions of such exemption.
6. Without limiting the generality of any other provision of these Terms, any information that you have provided to us with respect to your status as an accredited investor under Regulation D under the Securities Act or qualified purchaser under the Investment Company Act or other applicable qualifications under federal and state securities laws is accurate and complete, and you acknowledge that providing us with false or misleading information regarding the foregoing may constitute a violation of federal or state securities or other laws.
Conflicts and Disclosures. You have read and acknowledge the conflicts of interest that we and our affiliates are subject to in connection with the Private Fund Services and the other important disclosures set forth in the Disclosures section of the Site.
Important Information About Procedures for Establishing a New Customer Relationship. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who establishes a customer relationship.
What this means for you: If you enter into a customer relationship with us, we will ask for your name, address, date of birth and other information that will allow us to identify you, such as your Social Security or Taxpayer Identification Number. In addition, if you are a legal entity and enter into a new customer relationship with us, we will ask for the names, addresses, dates of birth and other identification information of the beneficial owners of the legal entity. This information will be used to verify your identity and, in the case of a legal entity customer, the identity of the beneficial owners. We may also ask for additional documentation and information, such as your driver's license or other identifying documents.
FINRA BrokerCheck. FINRA BrokerCheck, formally known as the FINRA Public Disclosure Program, allows investors to learn about the professional background, business practices, and conduct of FINRA member firms and their associated persons. The telephone number for FINRA BrokerCheck is 800-289-9999, and the website is FINRA.org. An investor brochure that includes information describing FINRA BrokerCheck is also available on request.
Business Continuity Plan Disclosure. In accordance with FINRA Rule 4370, we are required to provide you with information regarding WRS’s Business Continuity Plan (“BCP”). See Annex I for further information regarding the BCP.

Annex I – BCP Disclosure

WRS and its affiliates maintain a Business Continuity Plan (“BCP”) that is designed to address the possibility of and respond to a future significant business disruption (“SBD”) by: safeguarding our employees’ lives and our property; making financial and operational assessments; quickly recovering and resuming operations; protecting our books and records; and enabling customers to continue to do business where possible.

Types of SBDs. Our BCP anticipates two kinds of SBDs:

Internal SBDs (firm-specific disruptions) that affect only our ability to communicate and do business (e.g., a building fire).
External SBDs (broader disruptions) that impact markets or multiple firms (e.g., terrorist attack, city flood, or wide-scale regional disruption). For these events, our response relies heavily on other organizations and systems.

Response plans. Depending on the nature and scope of the disruption, our BCP provides for:

Operational response and communications: promptly identifying available methods to communicate with customers, employees, counterparties, banks/investors, and regulators; potential alternatives include the Firm’s website, telephone/mobile voicemail, and email.
Books and records protection/recovery: retrieving key activity records and restoring operations using maintained hard-copy records and electronic records backed up offsite (including real-time backup and disaster recovery capabilities).
Work location continuity: moving staff from office locations to a combination of temporary offices and/or employees’ primary residences depending on availability.
Financial and credit assessment: evaluating liquidity/capital impacts, contacting critical funding sources, seeking additional financing if needed, and making any required regulatory filings/notices if a capital deficiency cannot be remedied.