Terms of Service & Client Agreement
Last updated: 2025-08-01
Terms of Service & Client Agreement¶
Effective Date: January 1, 2025
Last Revised: August 1, 2025
Agreement Version: 6.1
1. Acceptance of Terms¶
1.1. By accessing or using any services, websites, applications, or platforms provided by Apex Financial Partners, LLC and its affiliates (collectively, "Apex," "we," "our," or "us"), you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service & Client Agreement (the "Agreement"). If you do not agree to all terms and conditions set forth herein, you must immediately discontinue use of all Apex services and platforms.
1.2. This Agreement constitutes a legally binding contract between you and Apex Financial Partners, LLC, a limited liability company organized and existing under the laws of the State of Delaware, with principal offices located at One Financial Center, Suite 4200, New York, NY 10004.
1.3. Apex reserves the right to modify these Terms at any time by posting revised terms on our website. Material changes will be communicated via email to registered clients at least thirty (30) days prior to their effective date. Your continued use of Apex services following such notification constitutes acceptance of the modified terms.
2. Services Description¶
2.1. Apex Financial Partners provides a comprehensive suite of financial services, including but not limited to: (a) discretionary and non-discretionary investment advisory services; (b) securities brokerage and execution services; (c) financial planning and retirement planning consultations; (d) insurance brokerage, including life, disability, long-term care, and property and casualty products; (e) digital advisory platform access, including the Apex Concierge AI-powered research tool; and (f) educational content, market research, and analytical tools.
2.2. Not all services are available in all jurisdictions. Specific service availability is determined by applicable federal, state, and international regulatory requirements and licensing restrictions. Apex does not provide services in jurisdictions where such services would be unlawful or where Apex is not properly registered or licensed.
2.3. Investment advisory services are provided through Apex Financial Partners, LLC, a registered investment adviser with the U.S. Securities and Exchange Commission (SEC). Registration does not imply any level of skill or training. Brokerage services are provided through Apex Securities, LLC, a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC).
3. Client Eligibility¶
3.1. To open and maintain an account with Apex, you must: (a) be at least eighteen (18) years of age or the age of legal majority in your jurisdiction of residence; (b) be a natural person, legal entity, trust, or other organization with legal capacity to enter into binding agreements; (c) provide accurate, current, and complete identification and financial information as required by our Customer Identification Program (CIP) under the USA PATRIOT Act (31 U.S.C. 5318(l)); and (d) not be a person or entity subject to economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).
3.2. Apex reserves the right to refuse service, close accounts, or restrict access to any individual or entity at our sole discretion, including where we determine that the relationship poses unacceptable legal, regulatory, or reputational risk.
4. Account Registration & Security¶
4.1. You are responsible for maintaining the confidentiality of your account credentials, including username, password, and any multi-factor authentication devices or codes. You agree to immediately notify Apex of any unauthorized access to or use of your account.
4.2. You are solely responsible for all activities that occur under your account, whether or not authorized by you, except to the extent that unauthorized access results from Apex's gross negligence or willful misconduct in maintaining platform security controls.
4.3. Apex implements industry-standard security controls as described in our Security & Data Protection documentation. However, no system is completely secure, and Apex does not guarantee that unauthorized access, data breaches, or security incidents will not occur.
5. Investment Advisory Services & Fiduciary Duty¶
5.1. Fiduciary Standard. When providing investment advisory services, Apex acts as a fiduciary to its advisory clients. This means Apex has a duty to act in the best interest of the client, to provide full and fair disclosure of all material facts relating to the advisory relationship, and to seek best execution of client transactions.
5.2. Suitability & Best Interest. All investment recommendations are made based on a thorough analysis of the client's investment profile, including financial situation, investment objectives, risk tolerance, time horizon, liquidity needs, and any reasonable restrictions imposed by the client. Recommendations comply with Regulation Best Interest (Reg BI) under the Securities Exchange Act of 1934 for brokerage recommendations, and the fiduciary standard under the Investment Advisers Act of 1940 for advisory relationships.
5.3. No Guarantee of Performance. Past performance is not indicative of future results. Investing involves risk, including the potential loss of principal. Apex does not guarantee any specific investment outcome, rate of return, or preservation of capital. The value of investments may fluctuate, and clients may receive back less than the amount originally invested.
5.4. Discretionary Authority. Where the client grants Apex discretionary authority, Apex is authorized to execute transactions in the client's account without obtaining prior approval for each individual trade, subject to the investment policy statement and any restrictions mutually agreed upon in writing.
6. Fee Disclosure¶
6.1. Apex's fee schedule is set forth in Form ADV Part 2A (the "Firm Brochure") and the individual client agreement. Advisory fees are calculated as a percentage of assets under management (AUM), billed quarterly in arrears based on the average daily account balance during the billing period.
6.2. Standard advisory fee rates are as follows:
| Assets Under Management | Annual Fee Rate |
|---|---|
| First $500,000 | 1.00% |
| $500,001 - $2,000,000 | 0.85% |
| $2,000,001 - $10,000,000 | 0.65% |
| Over $10,000,000 | Negotiable |
6.3. Additional fees may apply for financial planning engagements (flat fee or hourly), insurance product commissions (disclosed in accordance with applicable regulations), custodial fees charged by third-party custodians, and transaction costs including SEC fees, exchange fees, and clearing charges. All fees are disclosed in advance and documented in the client agreement.
6.4. Apex does not receive revenue sharing, soft dollar arrangements, or 12b-1 fees from mutual fund companies. Where conflicts of interest exist, they are disclosed in Form ADV Part 2A and addressed through our Conflicts of Interest policy.
7. Client Responsibilities¶
7.1. You agree to: (a) provide accurate, truthful, and complete information on all account applications, questionnaires, and regulatory forms; (b) promptly notify Apex of any material changes to your financial situation, investment objectives, or contact information; (c) review account statements, trade confirmations, and periodic reports in a timely manner and report any discrepancies within thirty (30) days of receipt; (d) comply with all applicable laws, regulations, and tax obligations related to your accounts and investments; and (e) refrain from using Apex platforms for any unlawful purpose, including market manipulation, insider trading, or money laundering.
8. Intellectual Property¶
8.1. All content, software, technology, data, research, analytics, trademarks, logos, and other intellectual property made available through Apex platforms (collectively, "Apex IP") are the exclusive property of Apex Financial Partners, LLC or its licensors and are protected by U.S. and international copyright, trademark, patent, and trade secret laws.
8.2. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use Apex IP solely for your personal, non-commercial use in connection with the services provided under this Agreement. You may not reproduce, distribute, modify, create derivative works of, publicly display, or reverse-engineer any Apex IP without prior written consent.
9. Limitation of Liability¶
9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APEX FINANCIAL PARTNERS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE APEX SERVICES.
9.2. APEX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO APEX DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3. The limitations set forth in this Section 9 shall not apply to liability arising from: (a) Apex's gross negligence or willful misconduct; (b) Apex's breach of fiduciary duty; (c) fraud or intentional misrepresentation; or (d) any liability that cannot be limited or excluded under applicable law.
10. Indemnification¶
10.1. You agree to indemnify, defend, and hold harmless Apex Financial Partners, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of this Agreement; (b) your violation of any applicable law or regulation; (c) your provision of inaccurate or misleading information; or (d) any unauthorized use of your account resulting from your failure to maintain account security.
11. Dispute Resolution & Arbitration¶
11.1. Pre-Dispute Arbitration Agreement. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED BY APEX SHALL BE RESOLVED THROUGH BINDING ARBITRATION ADMINISTERED BY THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA) IN ACCORDANCE WITH FINRA'S CODE OF ARBITRATION PROCEDURE FOR CUSTOMER DISPUTES (RULE 12000 SERIES).
11.2. Waiver of Jury Trial. BY AGREEING TO ARBITRATION, YOU ARE GIVING UP YOUR RIGHT TO HAVE YOUR CLAIM DECIDED BY A JUDGE OR JURY IN A COURT OF LAW. ARBITRATION PROCEDURES MAY BE MORE LIMITED THAN RULES APPLICABLE IN COURT.
11.3. Class Action Waiver. YOU AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
11.4. The arbitration shall be conducted in the Borough of Manhattan, New York, New York, unless otherwise mutually agreed by the parties. The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
12. Governing Law¶
12.1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. To the extent that any dispute is not subject to arbitration under Section 11, you consent to the exclusive jurisdiction and venue of the federal and state courts located in New York County, New York.
13. Termination¶
13.1. Either party may terminate this Agreement at any time upon thirty (30) days' written notice to the other party. Upon termination: (a) Apex will cease providing advisory services and close any discretionary trading authority; (b) the client is responsible for all fees accrued through the date of termination; (c) account assets will be transferred or liquidated as directed by the client, subject to applicable settlement periods; and (d) provisions of this Agreement that by their nature should survive termination (including Sections 8, 9, 10, 11, and 12) shall continue in full force and effect.
14. Severability¶
14.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.
15. Entire Agreement¶
15.1. This Agreement, together with the individual client agreement, Form ADV Parts 2A and 2B, the Privacy Policy, and any supplemental terms or disclosures provided by Apex, constitutes the entire agreement between you and Apex Financial Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
15.2. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by an authorized representative of Apex. A failure or delay by Apex in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.
Apex Financial Partners, LLC
One Financial Center, Suite 4200
New York, NY 10004
General Inquiries: legal@apexfinancialpartners.com
Client Services: 1-800-APEX-FIN (1-800-273-9346)