Client Agreement

BY CONTINUING WITH THIS ONLINE APPLICATION, YOU AGREE THAT UNLESS INDICATED OTHERWISE THE AGREEMENT AND THE DISCLOSURES REQUIRED TO BE PROVIDED AT THE TIME OF APPLICATION FOR A CLIENT ACCOUNT AND ALL FUTURE ACCOUNTS WILL BE PROVIDED ELECTRONICALLY. READ THE INFORMATION BELOW CAREFULLY BEFORE CONSENTING TO RECEIVE INFORMATION ELECTRONICALLY AT THIS WEBSITE AND VIA ELECTRONIC MAIL ("EMAIL"). IF YOU REQUIRE AN ELECTRONIC COPY OF THIS STATEMENT, PLEASE EMAIL US AT info@alkanza.us.

In this Electronic Agreement and Disclosure Statement ("Statement"), please remember that "you" and "your" refer to the person who is establishing a Client Account, as well as any future accounts, and "we", "us" and "our" refer to Alkanza Inc. ("Alkanza"). Agreements and other information will be provided to you electronically unless indicated otherwise. Included in those agreements and other information will be disclosures required by the Investment Advisers Act of 1940, as amended (the "Act") and other laws ("disclosures").

The agreements and other disclosures to be provided to you electronically include:

  • Alkanza Client Account Agreement and all amendments, notices and other agreements which supplement the Alkanza Client Account Agreement
  • Any other Alkanza agreements pertaining to future accounts that you may establish and all amendments, notices and other agreements which supplement those agreements
  • Alkanza's Notice of Privacy Policy and other required and permitted legal disclosures
  • Account statements, fee calculation statements and/or performance reports

By opening an Account, and then accessing your Account, you are accepting this Statement and you are agreeing to receive electronically the agreements and other information listed in the first and second bulleted paragraphs above, including the disclosures. Your consent to receive information electronically will apply only to the agreements and other information listed in the first and second bulleted paragraphs above, including the disclosures.

Information regarding your Account, including the disclosures, will be available on the Alkanza website, http://www.alkanza.us, www.alkanza.us  (the "Site") through your Alkanza user account for at least two years following the termination of your status as a Alkanza Client. After that, the information will be available upon request by contacting us at info@alkanza.us. When revised or new disclosures are available on the Site, we will send a message to your email, or otherwise notify you of their availability.

You are responsible for maintaining a valid email address and software and hardware to receive, read and send email. You must provide us with your current email address and promptly notify us of any changes to your email address in your user account on the Site.

To receive electronically the agreements and other information listed in the first and second bulleted paragraphs above, including the disclosures, you will need a compatible operating system and web browser, and you will need access to a printer or the ability to download information in order to keep copies for your records. The currently compatible operating systems and web browsers are identified at System Requirements. Changes, if any, to these system hardware and software requirements will be updated on the Site. You must periodically refer to the website for current system requirements. By establishing and then accessing an Account, you are indicating that you have the capability to access the agreements and other information, including the disclosures, and download or print copies for your records.

For client support or technical assistance regarding your Account, including the disclosures, you may send an email to info@alkanza.us.

You may obtain a paper copy of the agreements and other information listed in the first and second bulleted paragraphs above, including the disclosures, at any time by notifying us using any of the methods described in the immediately preceding paragraph for client support. We will not charge you a fee for the paper copy. This consent will apply on an ongoing basis unless you withdraw your consent. You may withdraw your consent to receive electronically the agreements and other information listed in the first and second bulleted paragraphs above, including the disclosures. However, if you do withdraw your consent, Alkanza may cancel your Account. To withdraw your consent, please notify us by sending an email to info@alkanza.us.

By opening an Account, and then accessing your Account, you are indicating that you have reviewed our privacy and security policies on the Site. You are also acknowledging that your initial use of an Account will constitute your agreement to be bound by the terms and conditions of the agreements and other information listed in the first and second bulleted paragraphs above, including the disclosures.

By checking "I confirm that I have read and agree to the Alkanza Client Account Agreement" below you acknowledge that you have read, understand, and agree to be bound by the terms above, and that typing your full name in the "Signature" box is equivalent to your handwritten signature. If you do not agree to be bound by the terms above but would like to establish an Account, DO NOT continue with the online process. Instead, please email us at info@alkanza.us.

Because the Alkanza Client Account relates to the Alkanza’s website functionality, Alkanza reserves the right to refuse to establish a Client Account that is not subject to this Statement.

You agree that the agreement and disclosures required to be provided at the time of application and any supplemental agreements or subsequent notices of changes will be provided electronically. You acknowledge that You can access the disclosures, agreements and information that are provided electronically on the Site and via email.

Alkanza Client Account Agreement

You (the Client) and Alkanza Inc, a Delaware Limited Liability Company (Alkanza), agree to enter into a financial advisory relationship which will allow Alkanza to manage your brokerage account at such securities broker as Client may designate (the Broker).

This Agreement is effective as of the first day such a brokerage account is ready to receive trading instructions from Alkanza (the Effective Date) based upon the investment plan recommended by Alkanza to Client, including the features designated by Client (the Plan). In consideration of the mutual covenants herein, Client and Alkanza agree as follows:

1. Services.
Client retains Alkanza to issue trading instructions and to manage a securities account established and owned by Client at Broker (the Account). Alkanza shall manage the Account by issuing trading instructions to Broker to cause such Account to purchase and sell exchange traded funds (ETFs), and/or similarly traded instruments (Securities) pursuant to the Plan recommended by Alkanza based on profile information specified by Client (Goal Explorer) on www.alkanza.us (the Site) as provided in this Agreement. Client grants to Alkanza full discretion as to all investment decisions regarding the Account, including, but not limited to, authority to buy, invest in, hold for investment, own, assign, transfer, sell (long or short), exchange, trade in, lend, pledge, deliver and otherwise act for that Account. Alkanza will not have any duty or obligation to advise or take any action on behalf of Client in any legal proceedings, including bankruptcies or class actions, involving Securities held in or formerly held in the Account or the issuers of Securities.
Notwithstanding anything in this Agreement to the contrary, Alkanza shall have no authority hereunder to take or have possession of any assets in the Account or to direct delivery of any Securities or payment of any funds held in that Account to itself or to direct any disposition of such Securities or funds except to Client, for countervalue or as provided in Section 8 (entitled Payment of Fees).

2. Power of Attorney.
To enable Alkanza to exercise fully its discretion and authority as provided in Section 1, Client hereby constitutes and appoints Alkanza as Client’s agent and attorney-in-fact with full power and authority for Client and on Client’s behalf to buy, sell and otherwise deal in Securities and contracts relating to same for the Account. Client further grants to Alkanza as Client’s agent and attorney-in-fact full power and authority to do and perform every act necessary and proper to be done in the exercise of the foregoing powers as fully as Client might or could do if personally present. This power of attorney is coupled with an interest and shall terminate only on termination of this Agreement or on receipt by Alkanza of written notice of the death, incapacity or dissolution of Client.

3. Representations and Warranties.
Client represents and warrants to Alkanza and agrees with Alkanza as follows:
Client has the requisite legal capacity, authority and power to execute, deliver and perform his or her obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms. Client’s execution of this Agreement and the performance of his or her obligations hereunder do not conflict with or violate any obligations by which Client is bound, whether arising by contract, operation of law or otherwise. If the Client is an entity, the trustee, agent, representative or nominee (the ‘Client Representative’) executing this Agreement on behalf of Client has the requisite legal capacity, authority and power to execute, deliver and perform such execution and the obligations under this Agreement as applicable. Specifically, if the Client is a corporation or partnership, the individual signing this Agreement has been authorized to execute this Agreement by appropriate corporate or partnership action, and if this Agreement is entered into by a trustee or fiduciary, the trustee or fiduciary has authority to enter into this Agreement and that the services described herein are authorized under the applicable plan, trust or law. Client will deliver to Alkanza evidence of Client’s and Client Representative’s authority on Alkanza’s request and will promptly notify Alkanza of any change in such authority, including but not limited to an amendment to Client's organizational, delegation or formation documents that changes the information Client provides to Alkanza on opening the Account.

For Entity Clients: If Client Representative is entering into this Agreement, Client and Client Representative understand and agree that the representations, warranties and agreements made herein are made by Client both: (a) with respect to Client; and (b) with respect to the Client Representative.

For Joint Account Clients (With Rights of Survivorship): If Clients are entering into this Agreement on behalf of a joint account, Clients understand and agree that the representations, warranties and agreements made herein are made on behalf of all of the joint account holders and further agree that each (a) is a Client; (b) has the authority to act on behalf of the Account and Alkanza will accept such instructions from any one Client; (c) is jointly and severally liable per the terms of this Agreement; and (d) that in the case of death of any of the joint account holders, interest in the entire Account shall vest in the surviving account holder(s) under the same terms and conditions of this Agreement and the surviving account holder(s) shall promptly provide Alkanza with written notice thereof and provide any documentation reasonably requested by Alkanza in its management of the Account.

Client is the owner or co-owner of all cash and Securities in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash or Securities.

Client understands and acknowledges that there can be no exclusions or restrictions of ETFs recommended as part of the Plan.

Client will provide Alkanza with complete and accurate information about Client’s identity, background, net worth, investing timeframe, other risk considerations, any Securities from which Client may be or become legally restricted from buying or selling, as requested, and other investment accounts, as requested, in the Investment Profile and will promptly update that information as Client’s circumstances change.

If Client explicitly provides a photograph of Client's likeness and/or other information to Alkanza for public display, then Client hereby grants permission to Alkanza to use the provided photograph of Client's likeness, Client's name and/or other information, in a commercially reasonable manner on the Site, any related and/or affiliated sites, and in marketing materials now and in the future, until such time as this Agreement is terminated by either party. Client waives any and all rights to compensation as a result of such use of Client’s explicitly provided photograph of Client's likeness, Client's name and/or other information.

As of the Effective Date, and at all times during the term of this Agreement, none of the Account’s assets are or will be assets of “employee benefit plans” within the meaning of the Federal Employee Retirement Income Security Act of 1974, as amended.

(b) Client understands and agrees that (A) Alkanza does not guarantee the performance of the Account, is not responsible to Client for any investment losses, and the Account is not insured against loss of income or principal; (B) there are significant risks associated with investing in Securities, including, but not limited to, the risk that the Account could suffer substantial diminution in value, and this risk applies even when the Account is managed by an investment adviser; (C) the past performance of any benchmark, market index, ETF, or other Security does not indicate its future performance, and future transactions will be made in different Securities and different economic environments; and (D) Alkanza will cause the Account to invest in Securities in essentially the proportions set forth by the Plan (subject to the profile information received from Client), and provide only the specific reviews and restrictions described in this Agreement, and will not otherwise review or control such Account. There are significant risks associated with any investment program.

Client understands and agrees that Alkanza’s sole obligation hereunder or otherwise is to manage the Account in accordance with the Plan, and Client has not engaged Alkanza to provide any individual financial planning services, notwithstanding any duty or obligation Client Representative may have to an entity Client. Client understands and agrees that Alkanza is not responsible for any losses in an Account, as provided in Section 10, and Alkanza may at any time in its sole discretion determine that a Plan may require reallocation of Securities.

Client understands and agrees that the Account will be managed solely by Alkanza issuing trading instructions to Broker to cause the Account to follow the Plan, based on the information Client has provided to Alkanza. Client further understands that if any of the information Client provides to Alkanza is or becomes incomplete or inaccurate, the Account’s activities may not achieve Client’s desired investment or tax strategy, the Account may purchase Securities from which Client is restricted from purchasing at that time or the Plan may be inappropriate for Client. An Account’s transactions may be executed by Broker at approximately the same time as other client accounts managed by Alkanza in accordance with other Alkanza Client Plans, and if the transactions are large in relation to the trading volume on that particular day, the price may be different than it would be for the execution of a smaller transaction.

Client understands and agrees that Alkanza is not responsible to Client for any failures, delays and/or interruptions in the timely or proper execution of trades or any other orders placed by Alkanza on behalf of Client due to any or all of the following, which are likely to happen from time to time: (A) any kind of interruption of the services provided by Broker or Alkanza’s ability to communicate with Broker; (B) hardware or software malfunction, failure or unavailability; (C) Broker system outages; (D) internet service failure or unavailability; (E) the actions of any governmental, judicial or regulatory body; and/or (F) force majeure.

Client understands and agrees that an Account’s composition and performance may be different for a variety of reasons from those of any initial Plan recommendation to a Client. These differences can arise each time the Plan is adjusted or rebalanced, including, but not limited to, the following instances: (A) when the Account is established and the initial Securities positions are established; (B) when Client contributes additional capital to such Account; (C) when Client revises his/her Investment Profile and causes Alkanza to recommend a new Plan or revise the existing Plan; (D) each time the Advisory Fee (described in Section 5) is charged and paid from such Account; and (E) any time Alkanza adjusts its algorithm by which the composition of the Account is maintained as specified for the Plan. On any such adjustment, Alkanza may adjust the Plan in its discretion to approximate the composition specified in the Plan as closely as reasonably practicable based on the conditions at the time.

Client understands and agrees that the prices of Securities purchased or sold for the Account may be less favorable than the prices in similar transactions for other Alkanza Clients for whom Alkanza has designated different Plans.

5. Advisory Fee.
(a) Alkanza specifies the fee rate it charges a Client (the ‘Advisory Fee’) and posts the Advisory Fee on the Site. Fees due shall be calculated by multiplying the Advisory Fee (divided by 12) by the average daily balance of the Client account. Except as provided below, the fees due for each calendar month shall be due and payable in arrears no later than the tenth business day of the immediately following calendar month. Alkanza will promptly notify Client of any increase or decrease in the Advisory Fee. An increase in the Advisory Fee will be effective for the Account starting in the next month that begins at least 30 days after Alkanza sends or posts such notice. A reduction in the Advisory Fee will be effective for the Account starting in the next month following its reduction.

If Client closes the Account, withdraws the entire balance of the Account, or otherwise terminates this Agreement on any date other than the last business day of the month (except under the circumstances covered by Section 5(b)), Client shall pay any outstanding aggregate daily fees for the period from the day immediately following the last day of the last calendar month for which Client has paid, through the effective date of such withdrawal or termination, as of such effective date.

(b) If, for any reason, Alkanza shall close and liquidate all the positions held in the Account, Client may receive the proceeds of the liquidated portion of the Account, and this Agreement shall terminate.

(c) If for any reason there is insufficient cash available in the Account to cover Alkanza’s fees at the time they are charged and deducted from the Account, Alkanza, in its sole discretion, may cause Securities in the Account to be liquidated to cover its fees.

(d) Alkanza reserves the right, in its sole discretion, to reduce or waive the Advisory Fee for certain Client Accounts for any period of time determined by Alkanza. In addition, Client agrees that Alkanza may waive its fees for the Accounts of Clients other than Client, without notice to Client and without waiving its fees for Client.

6. Valuation.
The assets in the Account will be valued by Broker as the Account custodian and such Broker shall also execute all trades.

7. Responsibility for Expenses.
(d) Alkanza reserves the right, in its sole discretion, to reduce or waive the Advisory Fee for certain Client Accounts for any period of time determined by Alkanza. In addition, Client agrees that Alkanza may waive its fees for the Accounts of Clients other than Client, without notice to Client and without waiving its fees for Client.

8. Payment of Fees.
Alkanza may, in its discretion, either (a) cause the Account to pay to Alkanza any amount owing to Alkanza under this Agreement or (b) bill Client for such amount, in which case Client shall pay such amount to Alkanza within ten days of Client’s receipt of such bill. If Alkanza causes the Account to pay Alkanza directly, Alkanza will inform Broker of the amount of the Advisory Fee to be paid to Alkanza directly from the Account and notify Client, after the Advisory Fee has been charged, the amount of the Advisory Fee and the net market values of Client’s assets on which the Advisory Fee has been based. Notification to Client will be through Client’s user account on the Site or by email at the address(es) provided by Client to Alkanza.

9. Broker to Be Used.
All transactions shall be executed by Broker as the custodian of the Account. Client understands and agrees that Alkanza’s brokerage practices shall be consistent with the disclosure in Alkanza’s Form ADV Part 2 (available at Alkanza’s Form ADV Part 2) as amended from time to time. Client represents and warrants that Client is satisfied with the terms and conditions relating to all services to be provided by Broker. Alkanza shall not have any responsibility for obtaining for the Account the best prices or any particular commission rates. Client recognizes that Client may not obtain rates as low as it might otherwise obtain if Alkanza had discretion to select broker-dealers other than Broker.

10. Account Losses.
To the extent permitted under applicable law, Client understands and agrees that Alkanza will not be liable to Client for any losses incurred by Client that arise out of or are in any way connected with any Securities transaction or other act or failure to act of Alkanza under this Agreement, including, but not limited to, any tax liability asserted against Client by any federal, state or local authority with respect to the Account, so long as such recommendation or other act or failure to act does not constitute a breach of Alkanza’s fiduciary duty to Client. Client (and in addition, for entity accounts, Client Representative) shall indemnify and defend Alkanza and Alkanza’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of Client or Broker or any custodian, broker, agent or other third party selected by Alkanza in a commercially reasonable manner or selected by Client, except such as arise from Alkanza’s breach of fiduciary duty to Client. In addition to the above indemnities, for entity Clients, the Client Representative shall further indemnify and defend Alkanza and Alkanza’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreement. Anything in this Section 10 or otherwise in this Agreement to the contrary notwithstanding, however, nothing herein shall constitute a waiver or limitation of any rights that Client may have under any federal or state securities laws.

11. Termination; Withdrawals.
This Agreement may be terminated by either party with or without cause by notice to the other party, which notice shall be provided by Client to Alkanza through the Site and by Alkanza to Client through the primary email address in Client’s Account Application as Client shall update from time to time. Client may withdraw all or part of the Account by notifying Alkanza at any time provided that all partial withdrawals comply with Alkanza’s required Account minimums as posted on the Site and updated from time to time, unless Alkanza otherwise consents in advance. Client’s withdrawal of all of the Account under this Agreement will terminate this Agreement. Upon termination of this Agreement, Sections 8 (only as to fees accruing prior to termination), 10, 16 and 17 shall survive such termination. Client understands and agrees that Alkanza may determine to liquidate immediately all holdings in the Plan.

12. Account Statements.
Client will receive account statements from Broker, which are the official records of the Account. Alkanza may also provide information about the Account from time to time.

13. Independent Contractor.
Alkanza is and will hereafter act as an independent contractor and not as an employee of Client, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between Alkanza and Client.

14. Assignment.
Alkanza may not assign this Agreement without the prior consent of Client, and, if applicable, the consent of any additional authorized signatories on behalf of Client, if and to the extent that such consent is required under the Investment Advisers Act of 1940, as amended, if applicable, or the California Corporate Securities Law of 1968, as amended, if applicable, and the rules and regulations thereunder. In the event of an assignment by Alkanza, Alkanza shall request written consent(s) of Client within a specified reasonable time (which shall not be less than thirty (30) days). If Client does not respond to such request within the time specified, Alkanza shall inform Client that the proposed assignee will continue the advisory services of Alkanza for a specified reasonable time (which shall not be less than thirty (30) days), and if Client does not respond to such second notice from Alkanza, Client’s continued acceptance of investment management services from the proposed assignee shall constitute Client’s consent(s) to the assignment. This Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

15. Delivery of Information.
Client acknowledges electronic delivery of Alkanza’s brochure that would be required to be delivered under the Advisers Act (including the information in Part 2 of Alkanza’s Form ADV), If Client received such information less than forty eight (48) hours prior to entering into this Agreement, this Agreement may be terminated by Client without penalty within five (5) business days from the Effective Date. On written request by Client, Alkanza agrees to annually deliver electronically, without charge, Alkanza’s brochure required by the Advisers Act.

16. Governing Law.
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California.

17. Arbitration.
The parties waive their rights to seek remedies in court, including any right to a jury trial. The parties agree that any dispute between or among any of the parties arising out of, relating to or in connection with this Agreement or the Account, shall be resolved exclusively through binding arbitration conducted under the auspices of JAMS pursuant to its Arbitration Rules and Procedures. The arbitration hearing shall be held in the City and County of San Francisco, State of California. 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’ Arbitration Rules and 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 any of the specific claims asserted. In accordance with JAMS’ Arbitration Rules and 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 as provided by law.

18. Notices.
All notices and communications under this Agreement must be made through the Site or by email. Alkanza’s contact information for this purpose is contained in Client’s user account on the Site and the primary email address(es) in Client’s Account Application as Client shall update from time to time.

19. Severability and Amendment.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof. Client acknowledges that Alkanza may amend this Agreement from time to time by notifying Client by email or message to Client’s Alkanza user account, which amendment will be effective immediately (except as provided in Section 5(a))

20. Waiver or Modification.
Alkanza’s waiver or modification of any condition or obligation hereunder shall not be construed as a waiver or modification of any other condition or obligation, nor shall Alkanza’s waiver or modification granted on one occasion be construed as applying to any other occasion.

21. Entire Agreement.
This Agreement is the entire agreement of the parties regarding the subject matter hereof and supersedes all prior or contemporaneous written or oral negotiations, correspondence, agreements and understandings (including any and all preexisting investment management agreements, which are hereby cancelled). However, the parties may choose to enter into separate agreements between them regarding different subject matters or investment programs.

22. No Third-Party Beneficiaries.
Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement.