Member Agreement
Last Update: January 14, 2009
Background Information
This agreement is between Paladin Registry, Inc. (hereinafter referred to as Paladin) and the person accepting this agreement who acknowledges he or she is currently licensed or registered as a financial planner or advisor (hereinafter referred to as Advisor or Member).
1. Member Acceptance
Advisor agrees to read the terms of this agreement carefully as Advisor’s submission of data in Paladin\'s profile document constitutes his or her acceptance of the terms in this agreement and any subsequent modifications that are made to this agreement.
2. Non-Commercial Use
The services on Paladin’s internal website are intended for the exclusive use of Advisors who have been admitted to the Registry. Advisor agrees that the intended uses of Paladin\'s website are to help investors find and evaluate Advisor and for Advisor to market his or her services to investors. It is not intended that any person or company use the information on this site, including the names of Advisors, for recruiting, marketing of financial products or services, or other purposes that may or may not compete with Paladin and Advisor interests.
3. Terms of Use
Advisor activity on the Paladin website is also governed by the provisions of Paladin\'s Terms of Use document that is available to Advisor on the Registry\'s external site.
4. Modification
Paladin has the exclusive right to modify this agreement with or without notice to Advisor. Advisor is bound by the terms and conditions of the current and revised agreement as long as Advisor continues to maintain data in the Paladin Registry.
Paladin Acknowledgements
5. Registry Services
Paladin is an information and marketing services company that provides the online service known as Paladin Registry (Registry). The Registry provides education, advisor search, and advisor documentation services to investors. The Registry provides qualified matches, credentials, and marketing services to advisors who are profiled in the Registry.
6. Licensing & Registration
Paladin and Paladin professionals are not licensed to sell any type of financial products, insurance products, financial services, or render investment advice. Paladin Registry is a Registered Investment Advisor for the sole purpose of connecting investors to advisors who are profiled in the Registry.
7. Paladin Ownership
No financial advisor or company has an equity interest in Paladin. Paladin is owned by professionals who are active in it\'s business.
8. Information Only
All data that are provided to investors by Paladin is for informational purposes only and is not to be considered financial, tax, or legal advice.
9. Advisor Data
Paladin does not have any liability, contingent or otherwise, for the accuracy, completeness, or timeliness of Advisor data in the Registry.
10. Website Marketing
Paladin conducts several concurrent marketing activities that make investors aware of Registry services. The activities include paid sponsorships in search engines, optimization in search engines, public relations, Paladin Partners, and the operation of micro-sites.
11. Advisor/Investor Relationship
Paladin has no responsibility or interest in the relationship between Members and investors after Members have been sent the qualified match notifications.
12. Paladin Edits
Paladin has the right to edit information that is provided by Member in Registry documents without Member’s approval in advance. Edits can include, but are not limited to, spelling, grammar, sales information, punctuation, and other text that could confuse investors or reduce the quality of Members’ Registry documentation.
13. Beyond Paladin’s Control
Paladin is not responsible or liable for events or results that are beyond its control. That includes: The Internet, natural disasters, viruses, data theft, communications, Registry users, and any other occurrences that are beyond its control.
14. Suspension of Website Service
Paladin reserves the right to modify, suspend, or discontinue its website service at any time with or without notice to Member. Member agrees that Paladin shall not be liable to Advisor or to any third party for any such modification, suspension, or discontinuation of service.
15. Screening & Pre-Qualifying
Paladin consultants screen as many investors as possible before their information is forwarded to Member. Paladin does not screen 100% of the investors who use the Registry to find advisors.
16. Paladin Referral Partners
Paladin will provide information about Partners and, when appropriate, provide links to the Partners\' websites from the Paladin website. Information and links do not constitute a recommendation or endorsement of the Partners\' services and Paladin has no responsibility or liability for any Partner services that may be used by Members.
17. Marketing Services
The Registry provides several marketing services that are available on an exclusive basis to members of the Registry. The services include icons, certificates, press releases, and other tools that help Advisor market his or her services to investors. The cost of these services is covered by the dues that are paid by members.
18. Registered Investment Advisor
Paladin Registry, Inc. is an SEC Registered Investment Advisory firm.The company is registered with the SEC because it links investors to advisors through the Registry. Paladin does not provide any type of investment advice or sell any type of investment or insurance products.
Advisor Acknowledgements
19. Financial Professional
Advisor represents he or she is a high-quality financial professional, as measured by competence, integrity, and business practices, who provides planning, investment, and/or project services and wishes to be profiled in the Paladin Registry.
20. Intended Use
Advisor agrees to only use Paladin services as they are intended to be used and will not misuse any information or services that are provided by Paladin to investors or other advisors. Advisor will consider all Paladin information, services, policies, and other proprietary works as the exclusive intellectual property of Paladin.
21. Business Relationship
Advisor acknowledges that he or she has no link to Paladin including ownership, employment, affiliation, licensee, partnership, agency, joint venture, contractual, revenue sharing, licensing, or any other form that would represent a potential conflict of interest between Paladin and the investors who use Paladin\'s search, documentation, and information services.
22. Advisor Services
Advisor provides one or more of the following wealth management services for individual investors. Planning is the development of sophisticated financial, education, retirement, estate, charitable, tax, and other types of plans. Investment services include strategy, investment policy, asset allocation, manager selection, performance reporting and the management of portfolios of securities, mutual funds, Separate Account Managers, ETFs, hedge funds and other wealth management services. Project services are limited time engagements, for example three to twenty hours.
23. Recommendations and Endorsements
Advisor acknowledges Paladin does not recommend or endorse particular advisors to investors. Paladin role is limited to matching the requirements of investors with the requirements of advisors and providing documentation for Advisor credentials, ethics, and business practices..
24. Fee Compensation
Advisor acknowledges all or a significant part of his or her compensation is from fees including asset-based fees, fixed fees, and/or hourly fees. Advisor also acknowledges commissions from investment and insurance products and the trading of securities are a secondary source of compensation for Advisor.
25. Independent Advice
Advisor acknowledges he or she will provide independent advice to investors who are referred to them by the Registry. Independent advice means Advisor is not under any pressure from a company to recommend particular investment or insurance products, for example proprietary mutual funds or life insurance, to investors. Independent advice also means Advisor can provide open architected solutions that give investors freedom of choice when selecting investment or insurance products.
26. Limited Number of Advisors
Admission to the Registry is limited to financial professionals who meet Paladin\'s minimum admittance requirements. Paladin reserves the right to deny Registry admission to any advisor with or without cause. Paladin also reserves the right to close zones to new advisors, close secondary zones to current Registry advisors, and limit the number of advisors in particular zones.
27. Advisor Documentation
Advisor understands that information in Advisor\'s professional profile and other Registry documents will be made available to investors and other interested parties over the Internet.
28. Registry Credentials
Advisor can use admittance to the Paladin Registry as a credential for clients, prospects, and referral sources. Paladin provides a Registry Certificate that documents Advisor has been admitted to the Paladin Registry. Advisor may use all forms of credentials and validations with Registry and non-Registry prospects, clients, and referral sources as long as Advisor is currently profiled in the Registry.
29. Complete & Accurate Data
Advisor agrees to provide complete, up-to-date, and accurate information in his or her profile. Upon completion of Advisor\'s profile, Advisor agrees to certify that all information entered by Advisor, Paladin, and/or Advisor\'s staff is accurate, complete, and up-to-date.
30. Maintenance of Advisor Data
Advisor agrees to keep the information in his or her profile up-to-date on a quarterly basis or whenever there are significant changes to Advisor\'s credentials, business practices, or compliance record.
31. Annual Compliance Review
Advisor acknowledges that Paladin will review Advisor\'s compliance record on an annual basis. Advisor also acknowledges that new, undisclosed information in compliance records is grounds for automatic explusion from the Registry.
32. Password
Advisor will access his or her profile and account data using a User ID (email address) and personal password. Advisor is solely responsible for maintaining the confidentiality of the password.
33. ADV Part II
Advisor acknowledges that the information that is provided to Paladin as part of the Registry documentation process matches the information in Advisor’s ADV or Advisor’s firm ADV. Advisor has the option of attaching his or her ADV Part II to Advisor\'s Registry profile.
34. Compliance Department
Advisor is solely responsible for obtaining any approvals that may be required from a compliance department that holds Advisor\'s licenses or registrations. Paladin assumes that any Advisor information that is posted to its website has the appropriate approvals prior to the posting of the data.
35. Timely Follow-up
Advisor agrees to respond to investor matches in a timely manner. A timely response is described as the same or next business day, but not later than two business days.
36. Primary & Secondary Zones
Geographic zones can be metropolitan areas, partial states, or full states. Advisor’s office or preferred business location is Advisor\'s primary zone. Advisor can also choose up to two secondary zones where Advisor is willing to service investors face-to-face on at least an annual basis. All secondary zones must be contiguous to primary zones or within a reasonable driving distance.
37. Face-to-Face Service Meetings
Whenever possible, Advisor agrees to meet face-to-face at least once with investors during hiring interviews and at least once a year when servicing clients in the one to three geographic zones that are selected by Advisor.
38. Paladin Icon
Whenever possible, Advisor agrees to link his or her website to Paladin’s website using one or more of six free icons that are provided to Advisor by Paladin. The icon is the preferred link, but text and graphical links can also be used.
39. Guaranteed Quantity of Matches
Advisor understands Paladin cannot guarantee specific numbers of monthly matches for Advisor. The numbers will vary by Advisor zone, credentials, minimums, services, investor requirements, activity on the Internet, and press coverage.
40. Member Fee
Advisor agrees to pay Paladin a fixed monthly membership fee based on the current schedule of published fees or grandfather clauses. Referral member fees vary by zone marketing activity. There is no relationship between the amount of the member fee and the number of matches that Referral members receive from the Registry.
41. Affiliate Referral Program
Member has the option of participating in the Registry\'s Affiliate Referral Program. An Affiliate is a website that sends referrals to participating members for a referral fee. Current matches range from $25 to $45 per affiliate. Match fees are in addition to the membership fee. The quality of the match is not assured by the Affiliate if the referral is $35 or less. These matches cannot be disqualified for any reason by Member. The quality of matches with fees of $36 or more are assured by the Affiliate. Member can disqualify matches for two reasons; Member failed to contact the match or the investor did not meet the minimum requirements of Member. Match fees are billed with the membership fee at the beginning of each month for matches that were sent to Member during the previous month.
42. Paladin Advocates, Ltd. (PAL)
Member has the option of participating in the PAL Co-op Marketing Program. 100% of the proceeds of the co-op are used to increase the quantity and quality of investors who use the Registry to find and evaluate advisors. Member pays a monthly PAL contribution that\'s in addition to the general membership fee that\'s paid by all members. The PAL program is only available in Class I and II zones.
43. Media Requests
Paladin receives periodic requests from the media to interview members of the Registry in their city or nationally. Member acknowledges Paladin has the right to provide Member\'s name and data from Member\'s profile to the media without obtaining Member\'s approval in advance. If Member does not want Paladin to provide Member\'s name and information, Member is responsible for notifying Paladin to not send Member\'s name to the media.
44. Marketing Membership
Member has the option of participating in the Registry\'s Marketing Membership program. Member is profiled in the Registry and has access to all Registry marketing services, but Member does not receive matches from the Registry.
45. Month-to-Month
The relationship between Advisor and Paladin is month-to-month. Either party may terminate this agreement, with or without cause, at the end of any calendar month.
46. Payment of Invoice
Member agrees to pay Paladin’s monthly invoice upon receipt, but not later than 15 days after receipt of the invoice. Advisor understands that Paladin\'s preferred method of billing is an automated billing account.
47. Termination of Registry Service
Member agrees that Paladin, at its sole discretion, may terminate or suspend Member’s access to its website for any reason including breach of the terms in this agreement. Any suspected fraudulent, abusive, illegal activity, or non-payment of Paladin fees will be automatic grounds for terminating Member access. Member agrees that the termination of his or her access may take place without any liability to Paladin and without prior written notice to Advisor. If terminated, Aavisor will immediately cease and desist any reference to or use of Paladin documents or credentials in Member’s marketing.
48. Computer Systems
Member agrees to not email, enter, upload, or transmit any material that contains software viruses or other computer code that is designed to disrupt, disable, interrupt, corrupt, destroy, or otherwise interfere with Paladin’s computer systems.
49. Member Remedy
If Member is dissatisfied with any portion of the website or any of the services provided by Paladin, Member’s sole and exclusive remedy is to request the deletion of his or her personal information in the Paladin Registry which Paladin will immediately comply with.
50. Zone Classifications
Paladin reserves the right to change primary zone classifications, up or down, with appropriate notice to members. Paladin also has the right to terminate the secondary zone marketing service with appropriate email notification to members.
51. Indemnification
Advisor agrees to indemnify, defend, and hold Paladin harmless as well as its officers, directors, agents, licensors, suppliers, and any third-party providers to Paladin from and against all losses, expenses, damages, and costs, including reasonable legal fees resulting from any legal action that involves information Advisor did or did not provide Paladin, information Advisors did or did not provide Investors including misrepresentations and omissions, the investment recommendations of Advisor, and the results from Advisor’s advice or recommendations.
General Acknowledgements
52. Governing Law and Jurisdiction
The Registry website (excluding linked sites) is controlled by Paladin from its office in the state of California. By using the services on this website, members and Paladin agree that all matters relating to advisors and members access to or use of Registry services shall be governed by the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof. Advisors members, and Paladin also agree and hereby submit to the exclusive personal jurisdiction and venue of the Eastern District of California with respect to such matters. All disputes, controversies or claims arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in Sacramento, California, before J.A.M.S./ENDISPUTE or its successor ("JAMS") pursuant to the United States Arbitration Act, 9 U.S.C. Section 1, et seq. (the "Act"); and this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.\'s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration (the "JAMS Rules"), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the JAMS Rules. The parties will cooperate with JAMS and with each other in promptly selecting a single arbitrator from JAMS\'s panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party\'s notice of demand to conduct arbitration, then JAMS will appoint an arbitrator in accordance with the JAMS Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator\'s award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason JAMS or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator\'s fees will be shared equally by the parties and each party will initially bear its own costs and attorney’s fees, but the prevailing party shall be reimbursed by the other party for all attorney’s fees, witness fees, and arbitration costs. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement.
53. General Conditions
Paladin, Paladin Registry Advisor, PaladinRegistry.com, PaladinPrinciples.com, PaladinInvestors.com, Paladin Research.com, Paladin Registry, Paladin Perspective, Paladin Research, Paladin Regisry Fiduciary Advisors, 17 Paladin Principles, Who’s Watching Your Money?, and the Paladin Registry logo are service marks of Paladin, whether registered or unregistered. Other trademarks and service marks on the website may be the property of third parties. Advisor shall not use any of the aforementioned marks without the prior written permission of the appropriate owner of the mark.
54. Copyrighted Material
Copyrighted material appears on the Paladin website. Copyright in the pages, in the screens displaying the pages, and in the information, materials, and other content on the site is owned by Paladin, unless otherwise indicated and is protected by U.S. and international copyright laws and treaties. The information, materials, and other content on the site may not be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work, or otherwise be used for public or commercial purposes without the express written consent of Paladin, such consent being in the sole discretion of Paladin.
55. Assignment
Member agrees not to assign his or her relationship with Paladin to another advisor or firm. In addition, Member agrees not to refer Paladin generated matches to other professionals in his or her firm for sales or service without Paladin\'s agreement in advance.
56. Term of Agreement
The term of this agreement begins when Member submits documents to Paladin for review. The agreement will endure as long as Member’s data are available to investors in the Registry. The agreement will terminate on the same day that Member’s data are removed from the Registry.
57. Governing Law and Jurisdiction
Paladin and Member agree that all legal matters related to the Advisor’s Registry data, the Advisor’s selection by investors, and the Advisor’s subsequent recommendations to investors shall be governed by the statutes and laws of the State of California.
58. Effective Delivery
All notices shall be deemed delivered by any means including, but not limited to, email or notices or messages posted on the Paladin Website.
59. Review of Agreement
Advisor agrees to periodically review this agreement for any changes that may impact the relationship between Paladin and Advisor.
60. Entire Agreement
This document, in conjunction with the Registry\'s Terms of Use document, represent the entire agreement between Paladin and Advisor and supersedes any other agreement whether oral or in writing.