This CONSULTING SERVICES DISCLAIMER (this “Disclaimer”) is incorporated by reference into the
Software Services Agreement (this “Agreement”) as executed between SmartRIA and Client, who is a user of
SmartRIA Software. As such, any and all defined terms otherwise not defined in this Disclaimer take meaning as
defined by this Agreement.
1. Consulting Services
“Consulting Services” shall mean those services specified, if at all, on Order Form (as defined in Recital B
of this Agreement) and or in Exhibit A to this Agreement, including but not limited to the following: state registrations,
notice filings, customized written policies and procedures, on-site or off-site compliance reviews, mock SEC and or
state exams, customized compliance calendaring, investment advisor representative registrations, investment
advisor representative terminations, SEC to state transition, state to SEC transition, preparation of compliance risk
assessment checklists, chief compliance officer training, form ADV and CRS review and amendments, telephone
and or email consultations, and SEC and state deficiency letter reviews and responses.
(a) Client acknowledges and understands that SmartRIA is free to render Services to others and that
SmartRIA does not make its Services available exclusively to Client.
(b) SmartRIA does not offer legal advice. None of the Consulting Services provided by SmartRIA or its
consultants should be considered legal advice or used as a substitute for legal advice. Client is advised to seek the
counsel of an attorney for all legal matters.
(c) While every effort will be made to provide accurate information with respect to compliance and
regulatory matters, there is no guarantee that the opinions offered by SmartRIA will be accepted as authoritative by
the SEC or any other regulatory agency, or that examinations, investigations or other inquiries by such agencies
will be enhanced or improved by the work performed by SmartRIA. Even if Client is in substantial compliance with
the Advisers Act, SmartRIA cannot offer any assurance that a subsequent SEC examination will not find any
violations of the act. SmartRIA does not offer accounting advice.
Notwithstanding anything in Section 7 of this Agreement and in relation to Consulting Services only:
(a) Client agrees that SmartRIA shall have no responsibility to verify the accuracy or adequacy of any
statement, document, fact, or information provided by Client.
(b) Client agrees and understands that in the absence of a finding of its gross negligence, SmartRIA’s
liability for any claims asserted against it and arising out of this agreement shall be equal to the aggregate sums
paid by Client during the specific term for which Consulting Services were rendered thereto.
(c) Client agrees to release, indemnify, defend, and hold SmartRIA harmless against any action, suit,
claim or proceeding, whether civil, criminal or administrative, and against any fine, cost, levy, expense, judgment or
award arising therefrom, in which SmartRIA may be involved, whether as a witness or a party, as a result of any
application or document prepared, filed or processed by SmartRIA on Client’s behalf which contains any false or
misleading statement or omission of material fact, or which, other than through gross negligence of SmartRIA,
violates any statute, rule or order of any Federal, state or self-regulatory authority.
(d) In the event SmartRIA or any of its personnel are served with legal process seeking any documents
or testimony with respect to any aspect of the services it provides to Client hereunder, Client shall reimburse
SmartRIA for its reasonable attorneys’ fees and corresponding costs associated therewith promptly upon receipt of
an invoice detailing such fees and costs.