Investment Management Agreement
This Investment Management Agreement (this “Agreement”) is entered into between Slated Analytics, LLC (the “Investment Manager”) and each client (“Platform Client”) who registers for the online platform (“Platform”) sponsored by Slated, Inc. (“Slated”), an affiliate of the Investment Manager, and uses the Scoring Analysis, as defined below.
1. Investment Adviser Services.
(a) The Investment Manager shall provide investment advisory services to each Platform Client in the form of the “Scoring Analysis,” which is a series of scores generated by the Investment Manager for film projects (“Projects”) listed on the Platform. The Scoring Analysis shall be provided to the Platform Client through the Platform (the “Services”).
(b) In providing the Services, the Investment Manager shall not take into account the Platform Client’s investment strategy, investment objectives, or individual circumstances, or any other information about the Platform Client.
2. Fees. The Investment Manager shall not charge any Platform Client any fees for the Services.
3. Representations of the Platform Client.
(a) Brochure. The Platform Client acknowledges and agrees that the Investment Manager has, through the Platform, provided the Platform Client the “Brochure” required by Part 2A of Form ADV and all “Brochure Supplements” required by Part 2B of Form ADV.
(b) Investment Decisions. The Platform Client acknowledges and agrees that the Scoring Analysis is not a recommendation to the Platform Client that he or she invest in any Project in any way, including through an investment opportunity that may be offered through the Platform or by any affiliate of the Investment Manager. All investment decisions with respect to the Projects or otherwise must be made solely by the Platform Client.
4. Limitation of Liability; Indemnification.
(a) The Platform Client understands and agrees that the Investment Manager shall not be held liable in any way based on the Scoring Analysis. This limitation on liability includes liability relating to (without limitation) the performance of any investment made by the Platform Client with respect to a Project.
(b) The Platform Client shall indemnify and hold harmless the Investment Manager and its managers, members, partners, principals, advisors, officers, employees, owners and agents (“Covered Persons”) against any and all liabilities, judgments, obligations, losses, damages, claims, actions, suits or other and reasonable costs, expenses and disbursements (including legal and accounting fees and expenses) of any kind and nature whatsoever (collectively, “Covered Losses”) that may be imposed on, incurred by, or asserted at any time against such Covered Person (whether or not indemnified against by other parties) in any way related to or arising out of this Agreement or the action or inaction of such Covered Person hereunder, except that no such Covered Person shall be entitled to indemnity for Covered Losses with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit, or other proceeding, or otherwise by a court of competent jurisdiction, to have committed an act or omission involving his, her or its own willful misconduct, gross negligence, or reckless disregard of his, her or its obligations hereunder.
(c) The provisions of this Section 4 shall survive the termination of this Agreement. This Section 4 shall not restrict or waive any remedies that the Platform Client may have pursuant to applicable federal and state laws or regulations.
5. Amendment. This Agreement may only be amended with the consent of the Investment Manager. In the case of any such amendment, an updated version of the Agreement will be posted on the Platform and accessible to the Platform Client. The Platform Client shall be presumed to consent to any amendment to this Agreement if at any point after such amendment the Platform Client access and uses the Platform and the Scoring Analysis.
6. Term. This Agreement shall continue until the earliest of (i) such time as the Platform Client terminates its account on the Platform, or (ii) the Investment Manager terminates this Agreement with notice to the Platform Client.
7. Assignment. The obligations of the Investment Manager under this Agreement may not be “assigned” (which term shall include any assignment for purposes of the Investment Advisers Act of 1940, as amended) by the Investment Manager without the prior consent of the Platform Client, which consent may be given through a negative consent process.
8. Governing Law; Jurisdiction. The parties expressly agree that all the terms and provisions hereof shall be construed under the laws of the State of Delaware. To the extent permissible under applicable law, the Platform Client hereby irrevocably agrees that any suit, action or proceeding (“Action”) with respect to this Agreement may, but need not, be resolved, whether by arbitration or otherwise, within the State of California. Accordingly, the parties consent and submit to the non-exclusive jurisdiction of the federal and state courts and any applicable arbitral body located within the State of California. The Platform Client agrees and consents that service of process as provided by U.S. federal and Delaware law may be made upon the Platform Client in any such Action brought in any of said courts, and may not claim that any such suit, action or proceeding has been brought in an inconvenient forum.
9. Entire Agreement; No Third-Party Beneficiaries. This Agreement embodies the entire agreement and understanding among the parties, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies under this Agreement.
10. Severability; Binding Nature. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
11. Electronic Consent. The Platform Client acknowledges and agrees that his or her execution of this Agreement is governed by the Agreement Regarding Electronic Consent and Electronic Delivery of Documents, which the Platform Client has executed as part of the process of registering to use the Platform. As such, when the Platform Client clicks “I Agree,” “I Consent” or other similarly worded button or entry field next to this Agreement with a mouse, keystroke or other device, the Platform Client’s consent to this Agreement is legally binding and enforceable against the Platform Client and is the legal equivalent of a handwritten signature on this Agreement.