1. Application
1.1 This Addendum applies where:
- (a) the governing law of the Agreement is a United States federal or state jurisdiction;
- (b) the Client is incorporated or registered in the United States; or
- (c) the Services relate to United States clients or personal information subject to United States law.
1.2 This Addendum forms part of the Agreement and prevails over the Terms of Service to the extent of any inconsistency.
2. Regulatory Responsibility (Financial Services)
2.1 Where the Client is:
- (a) a registered investment adviser (RIA) with the SEC or a state securities regulator; or
- (b) a broker-dealer registered with FINRA,
the Client acknowledges that it retains sole responsibility for compliance with:
- (i) the Investment Advisers Act of 1940;
- (ii) the Securities Exchange Act of 1934;
- (iii) applicable SEC and FINRA rules and regulations;
- (iv) Regulation Best Interest (Reg BI) and fiduciary duty obligations; and
- (v) applicable state securities laws and registration requirements.
2.2 Felcorp does not:
- (a) hold any SEC, FINRA, or state securities registration;
- (b) provide investment advice or securities recommendations; or
- (c) act as a representative of the Client for regulatory purposes,
unless expressly agreed in writing.
2.3 The Client remains responsible for:
- (a) review and approval of all advice and compliance documents;
- (b) supervision of outsourced functions; and
- (c) ensuring compliance with financial services law.
3. SEC and FINRA Outsourcing Compliance
3.1 The parties acknowledge that under SEC and FINRA guidance, registered entities remain responsible for outsourced functions, including supervision obligations under Section 15(b)(4)(E) of the Securities Exchange Act.
3.2 The Client must:
- (a) maintain appropriate supervision of outsourced personnel consistent with SEC and FINRA rules;
- (b) conduct its own risk assessment of the outsourcing arrangement; and
- (c) implement monitoring and review procedures consistent with its registration obligations.
3.3 Nothing in the Agreement transfers regulatory responsibility to Felcorp.
4. Privacy and Personal Information
4.1 Where personal information is handled in connection with the Services, the parties agree to comply with applicable United States privacy and data protection laws, including the Gramm-Leach-Bliley Act (GLBA) where the Client is a financial institution, and applicable state privacy laws including the California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA) where applicable.
4.2 The Client:
- (a) warrants that it has obtained all required consents to disclose personal information to Felcorp; and
- (b) authorises Felcorp to process personal information solely for the purposes of providing the Services.
4.3 Where personal information is disclosed to offshore personnel, the Client acknowledges that:
- (a) GLBA safeguard obligations and any applicable state privacy law obligations remain with the Client; and
- (b) the Client authorises such cross-border disclosure for the purposes of providing the Services.
4.4 Felcorp will implement reasonable technical and organisational measures consistent with its Data Protection Policy, Privacy Policy, and the Terms of Service.
4.5 Where the CCPA/CPRA applies, Felcorp acts as a "service provider" as defined in Cal. Civ. Code section 1798.140(ag). Felcorp will:
- (a) not sell or share (as defined by the CCPA/CPRA) personal information received from or on behalf of the Client;
- (b) not retain, use, or disclose personal information for any purpose other than the business purposes specified in the Agreement, including any commercial purpose other than providing the Services;
- (c) not combine personal information received from the Client with personal information received from other sources, except as permitted by the CCPA/CPRA; and
- (d) notify the Client if it determines it can no longer meet its obligations under the CCPA/CPRA.
4.6 Where applicable state data breach notification laws apply, Felcorp will:
- (a) notify the Client as soon as practicable, and no later than 72 hours, after becoming aware of a security breach involving personal information processed on behalf of the Client;
- (b) provide sufficient information to enable the Client to assess its notification obligations to the relevant state Attorney General and affected individuals; and
- (c) cooperate with the Client in any investigation, containment, and remediation of the breach.
4.7 Where Felcorp engages a sub-processor to assist in providing the Services and that sub-processor will have access to personal information, Felcorp will:
- (a) notify the Client before engaging the sub-processor;
- (b) enter into a written agreement with the sub-processor imposing obligations no less protective than those in this clause 4; and
- (c) remain responsible for the acts and omissions of the sub-processor in relation to personal information.
5. Accounting and Professional Standards (Where Applicable)
5.1 Where Services relate to accounting, tax, or bookkeeping support, the Client acknowledges it remains responsible for compliance with:
- (a) applicable AICPA Professional Standards;
- (b) IRS Circular 230 (where applicable to tax practice);
- (c) state CPA licensing requirements; and
- (d) Sarbanes-Oxley Act requirements (where applicable to public company clients).
5.2 Felcorp will:
- (a) deliver Services within the agreed scope;
- (b) maintain internal quality control systems; and
- (c) provide reasonable cooperation to support the Client's professional obligations.
5.3 Felcorp is not a licensed CPA firm, enrolled agent, or registered tax preparer under United States law.
6. Consumer Protection
6.1 Nothing in the Agreement or the Terms of Service excludes, restricts, or modifies any right or remedy conferred by applicable United States federal or state consumer protection laws which cannot lawfully be excluded.
6.2 Where liability cannot be excluded under applicable United States law, liability is limited to the extent permitted by law.
7. Work Health and Safety (WHS)
7.1 Where the Services involve interaction with United States premises or personnel, each party must comply with applicable Occupational Safety and Health Administration (OSHA) requirements and state workplace safety laws.
7.2 The Client remains responsible for workplace safety at its premises.
8. Governing Law and Jurisdiction
8.1 The Agreement is governed by the laws of the State specified in the Engagement Letter.
8.2 The parties submit to the exclusive jurisdiction of the federal and state courts of that State.
9. Interaction with the Terms of Service
9.1 If any provision of the Terms of Service is inconsistent with mandatory United States federal or state law, the provision shall be read down to the extent required to comply with United States law.
9.2 All other provisions of the Terms of Service remain in full force and effect.
