FUNDAMENTAL EDGE COURSE AGREEMENT
Set forth below are the terms of Fundamental Edge course (the “Course”) that you (“Client”) have selected, which will be provided by Fundamental Edge LLC, an Arizona limited liability company (“Provider”). All such Courses available from Provider are described in Exhibit A below.
By purchasing a Course through the Teachable platform, Client hereby agrees to be bound by the terms and conditions set forth in the Fundamental Edge Course Agreement (this “Agreement”) (including, without limitation, those set forth in Exhibit B hereto). This Agreement is effective as of the date Client purchases the Course through the Teachable website (the “Effective Date”).
Fees
The entire fee is due prior to the start of the Course. All fees paid to Provider are non-refundable (with no exceptions).
The fee is payable via credit card. By providing Provider with Client’s credit card(s), Client hereby authorizes Provider and Provider’s third party payment service provider (currently Stripe and/or Teachable) to charge such credit card(s) for the Course fee. Provider has no responsibility or liability for any Client credit card information and/or third party payment services, and Client shall be solely responsible and liable for any credit card information and related transactions to facilitate payment of the Course fee. No chargebacks are available or permitted.
No Disclosure of Material Non-Public Information
Client expressly agrees that Client will not (i) disclose (in oral, written, or electronic format) any material non-public information about any company to any participant, instructor, hedge fund, or other party involved with the Course, or (ii) post any material non-public information about any company in any electronic communications platform or software application used in the Course (e.g., Slack).
Exhibit A
COURSES AS PROVIDED BY FUNDAMENTAL EDGE
Course Name: Asynch Academy
A virtual training program for junior analysts.
Modules
1. Preparation & process
2. Analyze a business
3. Buy-side financial modeling
4. Key driver differentiation
5. Valuation & risk/reward
6. Short selling
7. Earnings season
8. Assessing management
9. Idea generation
10. Thesis development & communication
11. Idea maintenance & the catalyst path
12. Bringing it all together
Live Sessions
• Access to live Q&A sessions will be provided to further enhance understanding of the curriculum and the buy-side investment industry.
• Provider will schedule 4-6 such sessions over a 6 month period, to be held over Zoom or other third-party service.
• All dates and times are subject to change.
All live sessions will be recorded and made available for replay. All videos will be available for one year.
Course Name: Analyst Group Coaching
An 8-week program virtual program delivering mindset coaching to a group of analysts. A live group coaching session will be held each week over Zoom. All times and dates will be communicated by the Course instructor over email and are subject to change.
Modules
1. The Buy-Side Mindset
2. Mastering Your Emotions
3. Troubleshooting Limited Beliefs
4. Productivity & Procrastination
5. Self-Concept & Impostor Syndrome
6. Managing Stress & Avoiding Burnout
7. Failure & How to Bounce Back
8. Success With Less Suffering
All modules will be delivered live over Zoom. Recordings will be made available for replay for one year.
The Client acknowledges that coaching, and the ideas and strategies discussed therein, does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical, financial, or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. If the Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach. The Client further agrees that the Client should not construe any such information or other material presented by the Coach as legal, tax, investment, financial, medical, or other professional advice.
EXHIBIT B
TERMS AND CONDITIONS
1. Terms and Conditions. These Terms and Conditions (these “Terms”) herein apply to Client’s participation in the Course and the use of the Course IP (as defined below). As used herein, “Course IP” means all of the techniques, methods, models, frameworks, processes, data, programs, systems, tools, content, and materials comprising or contained in the Course (regardless of whether provided or disclosed to Client (i) orally, electronically, in written form, or otherwise, and (ii) before, during or after the Course), including, without limitation, all contents and materials provided to Client during the training sessions and video calls listed above. By using the Course IP, Client further agrees to be bound by the Fundamental Edge Terms of Use available at https://fundamentedge.com/privacy/ and the Fundamental Edge Privacy Policy available at https://fundamentedge.com/TOU/.
2. License and Use of the Course IP. Provider grants to Client a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited right and license (the “License”) to use the Course IP solely to assist Client in becoming a better and higher performing analyst (the “Permitted Use”). Subject to the limited rights expressly granted hereunder, Provider is the exclusive owner of, and reserves all rights, title and interest in and to, the Course IP (including, without limitation, all related intellectual property rights and all Improvements thereto). No rights are granted to Client hereunder other than as expressly set forth in these Terms. As used herein, “Improvements” means any and all discoveries, improvements, customizations, enhancements, modifications, ideas, concepts, creative works, and designs, whether or not in writing or reduced to practice, and whether or not they are patentable (including, but not limited to, processes, methods, formulas, and techniques and know-how) related to the Course IP.
3. Course-Related IP. Any Intellectual Property (a) made, conceived, developed, or reduced to practice, or caused to be made, conceived, developed, or reduced to practice, by Client, alone or in conjunction with others, during the term of the License and (B) disclosed to Provider (whether orally, in writing, electronically or otherwise) (“Course-Related IP”) will be deemed to have been made or developed by Client solely for Provider’s benefit, will be held in trust for Provider’s exclusive use and benefit, and will be Provider’s sole and exclusive property. Client will not, either during the term of the License or at any time thereafter, use or disclose to any party Course-Related IP. Client agrees to assign, and does hereby assign, to Provider all right, title, and interest in and to any Course-Related IP, including, without limitation, any “moral” rights which Client may have in the Course-Related IP under any copyright law or other similar law. Client also agrees, during the term of the License and at any time thereafter, at Provider’s request and expense but without further consideration, to review, execute, acknowledge, and deliver any and all papers necessary to secure legal protection for Course-Related IP in any country in the world. Without limiting the generality of the foregoing, Provider may, in its sole discretion, incorporate the Course-Related IP into the Course.
4. Prohibited Activities. Client expressly agrees not to: (a) distribute the Course IP to any other third party; (b) use any of the Course IP for any purpose (regardless of whether business, educational or otherwise) apart from the Permitted Use (regardless of whether such non-Permitted Uses are for-profit or not-for-profit); (c) copy, modify, adapt, translate, publish, port, display, license, sublicense, rent, lend, lease, loan, sell, resell, assign, transfer, distribute, make derivatives (including, without limitation, improvements, enhancements, revisions or modifications) of, or otherwise transfer or assign any right to, the Course IP; (d) remove any copyright, trademark, patent or other proprietary notices from the Course IP; (e) challenge the validity of the copyrights, trademarks, patents or any other rights of Provider to the Course IP, or title or interest thereto; and (f) use any of the Course IP to create, promote, market, sell, and/or distribute any similar or competitive program (including, without limitation, any written program, any live or taped seminar, or any program delivered through the Internet or other electronic medium).
5. Confidentiality. Except as expressly provided in these Terms, Client will (a) keep confidential and not divulge, furnish or make accessible to any party any Confidential Information, and (b) not use the Confidential Information for the benefit of any third party. As used herein, “Confidential Information” means all information concerning or related to the Course IP (whether prepared by Provider, its advisors or otherwise, and regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form).
6. Late Fees/Suspension. Provider may charge interest on all overdue fees at a rate equal to one and one-half percent (1.5%) per month (or, if lower, the maximum allowable by applicable laws) on the unpaid amount until such amounts are paid. If Client fails to pay, when due, any fees, late fees, or other charges due to Provider under this Agreement, Provider may, in Provider’s sole and absolute discretion and upon written notice to Client, immediately suspend Provider’s provision of Course services. Client expressly acknowledges and agrees that Provider will have no liability to Client whatsoever if Provider elects to suspend Provider’s provision of Course services (even if Provider has been advised of the possibility of damages (which include, but are not limited to, loss of revenue or profits, business interruption, and/or loss of goodwill)).
7. Independent Contractor. Provider is an independent contractor and not an agent, employee, partner, joint venture partner, subsidiary or an affiliated entity of Client. Nothing contained in this Agreement is intended or is to be construed to imply a joint venture, employer and employee, or principal and agent relationship between Client and Provider. No party shall incur any debts or make any commitments on behalf of the other party, except to and only to the extent, if at all, specifically provided in this Agreement.
8. Termination. Provider may terminate the License and this Agreement immediately upon written notice to Client in the event of Client’s breach of any provision of this Agreement (including, without limitation, any provision of these Terms). Upon termination of the License and this Agreement by Provider, Client will immediately (a) cease all use of the Course IP and (b) return to Provider all Confidential Information and destroy all copies of such Confidential Information which exist in any tangible form (including written and electronic forms).
9. Inspection and Audit Rights. Provider may, at its expense, inspect, audit, and make copies of Client’s books and records, and other existing documents and data for purposes of verifying the performance by Client of its obligations under these Terms; provided, that if Provider’s inspection/audit reveals a violation of such obligations, then Client will be required to reimburse Provider for any reasonable expenses incurred by Provider in undertaking such inspection/audit.
10. Indemnification. Client shall defend, indemnify and hold harmless Provider and its affiliates, members, managers, officers, directors, employees, insurers, counsel, representatives, and agents (each an “Indemnitee”) from and against any and all claims (including, without limitation, any investigation, action or other proceeding, whether instituted by a third party against an Indemnitee or by an Indemnitee for the purpose of enforcing its rights hereunder), damages, losses, liabilities, costs and expenses (including, without limitation, attorneys' fees and court costs) that constitute, or arise out of or in connection with any breach by Client of Client’s representations, warranties, agreements and covenants set forth in this Agreement.
11. Disclaimers. PROVIDER MAKES NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE COURSE OR COURSE IP PROVIDED TO CLIENT PURSUANT TO THE LICENSE AND THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT PROVIDER HAS NOT PROVIDED ANY GUARANTEE OF SUCCESS OR OF SPECIFIC RESULTS IN CONNECTION WITH THE COURSE, THE COURSE IP OR CLIENT’S USE THEREOF, AND HAS NOT PROVIDED ANY REPRESENTATIONS OR WARRANTIES REGARDING THE OUTCOME FROM CLIENT’S USE OF THE COURSE OR THE COURSE IP.
12. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL PROVIDER BE LIABLE TO CLIENT OR ANY CLIENT PARTY FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES ARISING OUT OF OR RELATED TO THE COURSE, THE LICENSE, CLIENT’S PARTICIPATION IN THE COURSE AND/OR USE OF THE COURSE IP, OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH CLAIM IS BASED (WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY), EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHICH INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIES). As used herein, “Client Party” means Client and all of its past, present and future parent corporations, subsidiaries, affiliates, equity holders, directors, officers, managers, employees, Clients, representatives, and agents.
13. Miscellaneous.
(a) Counterparts; Electronic Transmission of Signatures. This Agreement may be executed simultaneously in one or more counterparts, but all such counterparts taken together will constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by.pdf delivered via email or via secure electronic transmission (such as DocuSign) will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.
(b) Entire Agreement; Amendment. This Agreement constitutes the entire agreement of Provider and Client with respect to the transactions contemplated hereby and supersedes all prior and contemporaneous written and oral agreements, representations and communications between Provider and Client relating to such transactions. This Agreement may be amended, supplemented, or otherwise modified only by a writing signed by both Provider and Client, and any such amendment shall be effective only to the extent specifically set forth in such writing.
(c) Equitable Relief. Client acknowledge and agrees that Provider would be irreparably damaged in the event that any of the provisions of this Agreement are not performed by Client in accordance with their specific terms or are otherwise breached, and that money damages would not be a sufficient remedy for such breach. Accordingly, Client agrees that Provider will be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach, without any requirement to post bond or other security or to prove actual damage or harm. Such remedies shall not be deemed to be the exclusive remedies for any such breach but shall be in addition to all other remedies available at law or in equity.
(d) Force Majeure. Provider shall not be liable to Client for any delay in or failure of Provider’s performance under this Agreement (including, without limitation, Provider’s failure to make available the Course or any component thereof) resulting from any act of God, fire, flood, explosion or other natural disaster, pandemic (including, without limitation, Covid-19), actions or impositions by Federal, state or local authorities, strike, labor dispute, vandalism, riot, commotion, act of public enemies, blockage or embargo or any other cause beyond Provider’s reasonable control (“Force Majeure”). Upon the occurrence of any such event that results in, or will result in, a delay or failure to perform, Provider shall be relieved from fulfilling Provider’s obligations under this Agreement during the period of such Force Majeure event.
(e) Governing Law; Consent to Jurisdiction. This Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the State of Arizona, without giving effect to any conflict of laws rules, and each party hereto irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Phoenix, Arizona for the purposes of any action or proceeding arising out of or relating to this Agreement. Each party hereby waives any objection based on forum non conveniens and waives any objection to venue of any action instituted under this Agreement. If any legal action or any arbitration or other proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, accounting fees, and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The phrase “prevailing party” means the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default, judgment, or otherwise.
(f) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed given (i) when delivered personally (including by recognized national courier), (ii) when receipt is confirmed if sent by email, or (iii) five (5) days after deposited in the U.S. mail, first class mail, registered or certified, with postage prepaid. Notices to (A) Provider shall be addressed to Fundamental Edge LLC, 7377 E Doubletree Ranch Road, Suite A260, Scottsdale, AZ 85258, Attn: Brett Caughran, Email: [email protected] and (B) Client shall be addressed to the mailing address and email address on file with Provider.
(g) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
(h) Successors and Assigns. Client may not assign Client’s rights or delegate or cause to be assumed Client’s obligations hereunder without Provider’s prior written consent (which consent may be withheld in Provider’s sole and absolute consent). Any attempted assignment, delegation or assumption not in accordance with this Section 13(h) shall be null and void and of no force or effect whatsoever. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.
(i) Survival. The provisions of Sections 1, 2 (but not first sentence) and 3-13 will survive any termination of this Agreement and/or the License.
(j) Use of Client Testimonials. Provider has the right to use all Client testimonials, survey results, and other feedback regarding the Course (collectively, the “Client Feedback”) in all advertising, marketing and promotional materials designed to promote Provider and its goods and services anywhere in the world. Client hereby grants Provider a non-exclusive, royalty-free, perpetual, worldwide license to use in all advertising, marketing and promotional materials designed to promote Provider and its goods and services anywhere in the world: (i) Client’s name, and (ii) the Client Feedback. Client agrees that no monetary or other consideration shall be due Client for the rights granted or the uses described in this Section 13(j).
(k) Use of Session Recordings. Client understands and acknowledges that Provider will be recording all of the sessions comprising the Course, and Client expressly authorizes Provider and its employees, representatives and agents to take photographs, videos, audio recordings and/or other recordings, composites or reproductions thereof that may contain Client’s name, likeness, image, and voice (collectively, the “Client Works”). Client hereby irrevocably and exclusively assigns to Provider the Client Works, along with any copyright rights, trademark rights, moral rights, rights of publicity and integrity, and any other related rights (or waiver of rights) that Client may otherwise have in the Client Works. Provider may use the Client Works for any business purpose whatsoever. Client retains no rights to the Client Works, but to the extent Client may retain any rights under applicable law, Client hereby ratifies and consents to any action that may be taken with respect to such rights by or authorized by Provider and agrees not to assert any rights (or waive any rights) with respect thereto. Provider’s rights include the right to create derivative works of the Client Works, and the right to use, re-use, publish, and re-publish said Works in whole or in part, individually or in conjunction with other works, in any form or medium, including, but not limited to, illustrations, internet sites, publications, advertising, television broadcasts and/or internet broadcasts. Client understands and acknowledges that the provisions of this Section 13(k) shall be effective even if Client has not seen, heard, or reviewed the Client Works before executing this Agreement. Client agrees that no monetary or other consideration shall be due Client for the rights granted or the uses described in this Section 13(k).
(l) Waivers. The due performance or observance by the parties of their respective obligations under this Agreement shall not be waived, and the rights and remedies of the parties shall not be affected, by any course of dealing or performance or by any delay or failure of any party in exercising any such right or remedy. The due performance or observance by a party of any of its obligations under this Agreement may be waived only by a writing signed by the party against whom enforcement of such waiver is sought.
(m) Electronic Signatures Effective. This Agreement is an electronic contract that sets out the legally binding terms of the Course. Client indicates its acceptance of this Agreement by clicking the “Buy Now” button and completing a purchase of a Course through the Teachable website. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking button, Client (i) agrees to the terms and conditions contained or referenced in this Agreement, and (ii) consents to have this Agreement provided to it in electronic form. Client is encouraged to print a copy of this Agreement for its records.
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