Investment Management Agreement
This Investment Management Agreement (this “Agreement”) is entered into between Slated Analytics, LLC (“Slated Analytics”) and each client (“Platform Client”) who registers for the online platform (“Platform”) sponsored by Slated, Inc. (“Slated”), an affiliate of Slated Analytics, and uses the Scoring Analysis, as defined below.
1. Investment Adviser Services.
(a) The Platform Client hereby appoints and retains Slated Analytics to act as its investment manager and Slated Analytics accepts such appointment.
(b) Slated Analytics shall provide investment advisory services to each Platform Client in the form of the “Scoring Analysis,” which is a series of scores generated by Slated Analytics for film projects (“Projects”) listed on the Platform. The Scoring Analysis shall be provided to the Platform Client through the Platform (the “Services”).
Slated Analytics generates both free and fee-based versions of the Scoring Analysis. Access to the Team Score are available for free to all Platform Clients (other than Project Sponsors (defined below)). For Platform Clients who are producers and other affiliates of Projects, known also as “Project Sponsors”, Slated Analytics can generate the following additional potential Project scores: (1) an evaluation of the Project’s script (the “Script Score”), and (2) an evaluation of the Project’s projected financial performance (the “Financial Score”). The fee schedule for Project Sponsors seeking additional Scoring Analysis is as follows:
$395 - Script Analysis
$395 - Financial Analysis
$395 - Script Analysis + Financial Analysis (if purchased at the same time)
Note: Rush Service for Script Analysis is available for an additional $100.
Project Sponsors desiring to generate Scoring Analysis for a fee are required to prepay the amount by credit card before Scoring Analysis is performed. Project Sponsors may request a refund of fees charged prior to delivery of the Scoring Analysis by contacting Slated Analytics. Neither Slated Analytics nor any supervised person of Slated Analytics accepts compensation for the sale of securities or for providing any other service.
3. Representations of the Platform Client.
(a) Brochure. The Platform Client acknowledges receipt of Part 2A of Slated Analytics’ Form ADV as of the date of this Agreement and all “Brochure Supplements” required by Part 2B of Form ADV. On written request of the Platform Client, Slated Analytics agrees to deliver annually, without charge, Part 2A of Form ADV. The disclosures contained in such Form ADV are incorporated herein by reference.
(b) Investment Decisions. The Scoring Analysis can be used by Platform Clients that are investors, either individuals or businesses, as an informative tool, along with other sources of information obtained, in making investment decisions concerning Projects. Slated Analytics offers limited, non-discretionary advisory services with respect to Projects.
4. Limitation of Liability; Indemnification.
(a) The Platform Client understands and agrees that neither Slated Analytics nor any of its Covered Persons (defined below) shall be held liable, in damages or otherwise, in any way to the Platform Client for any act or omission on their part. For avoidance of doubt, 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, defend and hold harmless Slated Analytics and its managers, members, partners, principals, advisors, officers, directors, representatives, employees, owners, attorneys’ 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 indemnification 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 securities laws or regulations.
5. Amendment. This Agreement may only be amended with the prior written consent of Slated Analytics. 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) Slated Analytics terminates this Agreement with notice to the Platform Client.
7. Assignment. The obligations of Slated Analytics 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 Slated Analytics without the prior written consent of the Platform Client.
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 (including the Electronic Agreement (defined below)), and supersedes all prior or contemporaneous agreements and understandings, oral or written, relating to the subject matter of this Agreement. Except as otherwise provided in Section 4, this Agreement is not intended to confer upon any third party 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 (“Electronic Agreement”), 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.