Beacon Provider Network Terms and conditions

The BEACON PROVIDER NETWORKTERMS AND CONDITIONSare made by and between Beacon Strategies, LLC(“Beacon”) and “Wealth Firms”.

WHEREAS,Beacon is in the business of providing consulting and other services to “Wealth Firms,” which include without limitation, (i) investment advisers(ii) broker/dealers, (iii) banks, (iv) trust companies, (v) insurance companies, and (vi) other financial institutions; and

WHEREAS, Beacon is knowledgeable about businesses that provide products and services to Wealth Firms (“Providers”).

NOW THEREFORE, in consideration of the promises and mutual undertakings contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

INTRODUCTIONS BY BEACON
1. Beacon Provider Network (“Beacon Network”).
  1. Beacon Network is an on-line platform, created and developed by Beacon,thatprovidesa description of, and other information about (the “Description”)some, or all, of the products and services offered by a limited number of Providers, as selected in the sole discretion of Beacon.
  2. The Description of Providers in the BeaconNetwork shall be based on information provided to Beacon by Provider.
  3. BeaconNetwork is closed to public access and is available solely to Wealth Firms and others, as determined in the sole discretion of Beacon.
  4. Company is a Wealth Firm and Beacon agrees to provide Company with access to the BeaconNetwork.
2. No Representations or Warranties.
  1. BEACON DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BEACON NETWORK, THE DESCRIPTIONS, OR ANY OTHER INFORMATION PROVIDED BY BEACON ABOUT ANY PROVIDER, INCLUDING ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
  2. Company shall be responsible to perform its own due diligence in connection with any decision by Company to do business with, or not to do business with, any Provider.
  3. Company agrees and acknowledges that Beacon shall have no control over, and no responsibility or liability for, any information provided to Company by any Provider.
3. Conflicts of Interest.
  1. Company acknowledges that Beacon receives a fee (a “Participation Fee”) from each Provider that is included in the BeaconNetwork.
  2. Company acknowledges that Beacon receives a fee (an “Introduction Fee”) from each Providerthat enters into a contract with a Wealth Firm, if the contractfollows an “Introduction” (as defined, below) by Beacon and thecontract is completed within a period of time as agreed to by Beacon and Provider.
  3. Company acknowledges that payment by Providersto Beacon of a Participation Fee and, where a contract is timely completed, an Introduction Fee, creates a conflict of interest, as Beacon has a financial incentive to includethose Providers in the BeaconNetwork that agree to make such payments to Beacon.
4. Definition of Introduction; Exclusions.
  1. An introduction or referral by Beacon for the benefit of a Provider (an “Introduction”) shall mean:
    1. Any instance where Company accesses the Beacon Network and gains information about a Provider from the Beacon Network thatresults in contact between Provider and Company; or
    2. Any other act or communication (verbal, written, or electronic) by Beacon that results in contact between Provider and Company.
  2. If Company seeks an Introduction to a Provider, as a result of reviewing a Provider’s Description in the Beacon Network, Company agrees to allow Beacon to facilitate and/or participate in making such Introduction, by completing a Request for Introduction included in the Beacon Network, or by contacting Beacon to request an Introduction.
  3. If Beacon enters into an agreement with Company (“Company/Beacon Agreement”), whereby Beacon will be compensated by Company for providing assistance to Company in identifying a Provider for a specific business need, and a Provider is selected by Company, then the Company/Beacon Agreement shall control such transaction, no Introduction Fee shall be paid by the Provider, and this Agreement shall be inapplicable.
  4. Any Introduction of Company to a Provider that occurs at a Beacon Roundtable shall be excluded from this Agreement.
OBLIGATIONS OF COMPANY
1. No Financial Obligations. Company shall have no obligation to pay any fees to Beacon solely as a result of this Agreement and Company’s access to the BeaconNetwork.
2. Confirmations by Company; Limitations of Company’s Liability.
  1. Following an Introduction by Beacon, Beacon shall use reasonable efforts to provide written notice to Company identifying(i) the name of the Provider, (ii) the date of contact, (iii) the persons participating in the contact, and (iv) the form of contact (e.g., telephone, in-person, electronic) (collectively, “Provider Contact Information”).
    1. Company shall have seven (7)calendar days from receipt to dispute in writing any of the Provider Contact Information; otherwise, Company shall be deemed to have confirmed all such Information.
    2. If Beacon fails to provide such notice, Company agrees that, following an Introductionby Beacon, Partner shall provide Beacon with written notice of any contact with an introducedProvider, identifying the Provider Contact Information, within fourteen (14)calendar days of thedate of contact.
  2. Following an Introduction by Beacon, Company agrees to provide Beacon with written notice of any contract between Company and an introducedProvider that is completed within eighteen (18) months of the Introduction. Such notice shall be provided within fourteen (14) calendar days of completingthecontract.
  3. On a semi-annual basis, Beacon shall provide Company with a written list of Introductions and completed contracts of which Beacon is aware. Company agrees to provide Beacon with written notice of any inaccuracies or omitted information, within fourteen (14) calendar days of receipt of such written list.
TERM AND TERMINATION
1. With or Without Cause. This Agreement shall remain in effect until terminated by either Party, with or without cause, by providing the non-terminating Party with ten (10)calendar days advance written notice.
2. Impact of Termination. In the event of termination, Company shall no longer have access to the BeaconNetwork, butCompany shall remain obligated to comply with Company’s obligations under Section II(B) for a period of twelve (12) months from the date of termination.
LIMITATION OF LIABILITY
1. LIMITATION OF COMPANY’S LIABILITY. BEACON’S SOLE REMEDY AGAINST COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING ANY FAILURE TO ADHERE TO THE REQUIREMENTS OF SECTION II (B) OF THIS AGREEMENT, MAY BE TERMINATION OF COMPANY’S ACCESS TO THE BEACON NETWORK AND TO THE BEACON ROUNDTABLES.
2. LIMITATION OF BEACON’S LIABILITY. IN NO EVENT SHALL BEACON’S AGGREGATE LIABILITY TO COMPANYARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED IN TOTAL THE SUM OF $100.
ENTIRE TERMS AND CONDITIONS
- These terms and conditions contains the entire agreement between the Parties and supersedes all prior and contemporaneous oral and written understandings concerning the subject matter hereof.