By submitting one or more strategies for use in the Designer Model section of the Portfolio123.com website ("the site"), owned and operated by Prism Research, Inc. ("PRISM"), you (the "Designer") agree to the following terms, which amount to a legal agreement between you and PRISM.

In addition to the provisions of this agreement, the relationship between PRISM and Designers, who are subscribers to portfolio123, shall be governed by the general "Terms of Use" and "Privacy Policy" as posted on portfolio123.com and applicable to all users. Those who subscribe to models made available by you in Designer Models ("Subscribers") are and remain customers of PRISM, which will compensate you as set forth below. The Models you maintain in Designer Models are not developed with reference to the specific goals or circumstances pertaining to any particular Subscriber and hence do not constitute investment advice within the meaning of the laws and regulations governing investment advisors. For any further communication between you and Subscribers, you agree that the relationship between you and Subscribers shall be in accordance with all applicable laws and regulations including but not limited to those governing investment advisors in the event you have, are, or plan to give specific investment advice to a Subscriber.

Assuming you are not an investment adviser under the meaning of federal and state law, (i.e. The Models you maintain in Designer Model are not developed with reference to the specific goals or circumstances pertaining to any particular Subscribers) your communications with subscribers should remain consistent with this principle; i.e. you should not give personalized advice to any subscriber.

If you are an investment adviser, current laws and regulations of the United States and various States may require registration. Those with small practices may be exempt from federal registration but may be subject to registration under state law. It is the responsibility of each designer to determine if their activities qualify them as investment advisers within the meaning of the law and to comply with any federal or state laws or regulations that may be applicable.

Whether or not you are an investment adviser, all communications between you and subscribers, whether private or open, are subject to securities laws and regulations in general which, among other things, bar use of inside information, statements likely to influence the performance of a stock, or false or misleading statements regarding stocks, strategies, model performance (see Subscriber Terms regarding proper interpretation of performance information).

Your Subscribers will be accommodated by PRISM in the same manner as all other portfolio123 users when it comes to customer service and support. Nevertheless, given your financial interest, we welcome and encourage you to play an active role in supporting Subscribers by being responsive to Questions or Comments posted in Designer Models pertaining to your model, subject to the provisions in Paragraph 1 regarding laws and regulations governing the giving of specific investment advice.

You may decide whether your Models are to be offered for Free or on a fee basis. If you choose to establish a fee, you agree to choose a monthly rate not less than $5.00 and not more than $100 when the number of slots is between 3 and 500, and up to $1,000 when the number of slots is 2 or less.

You will be compensated monthly at the rate of sixty five percent (65%) of the subscription receipts fees received by PRISM as a result of subscriptions to your model(s) payable as set forth below in Paragraphs 5 and 6.

In order to receive compensation, Designer must be a member-in-good- standing of portfolio123.com as of the time when the right to compensation accrues. All outstanding fees are forfeited when a designer cancels the P123 membership.

We will pay your commission each calendar quarter (end of March, June, Sept, and Dec). To do this, we will initially do this in the form of a credit that will be applied against our own Portfolio123 subscription for the upcoming billing period. This is accomplished by computing a quarterly credit - if you are on a monthly plan, the credit will be your monthly payment multiplied by three; if you are on a yearly plan, the credit will be your annual payment divided by four. If the amount you have earned is less than or equal to the credit, no cash payment will be made and all of the amount due will be applied to your subscription balance. If the amount you have earned is greater than the credit, you will receive such excess in cash with the balance being applied to your subscription balance.

Subscription compensation is accrued (to the extent applied to your own portfolio123 subscription) or paid (if you entitled to cash) at least 60 days after the funds from the Subscriber have been received by us (thereby minimizing the likelihood of a refund or chargeback).We will pay or accrue your Compensation on a quarterly basis within approximately 30 days following the end of each calendar quarter. If a Subscription fee that generated Designer Model Compensation is refunded to the customer or negated by credit card chargeback, we will deduct the corresponding Compensation from your accrual or your next quarterly payment. We reserve the right to send cash Compensation by check, electronically, etc, in our sole discretion.

If you wish to dispute the amount of any payment, you agree to notify us to that effect via certified mail Thirty (30) days of the date of the payment, defined as the date a check clears the bank or the date an electronic transfer takes place. You agree not to dispute any payments older than Thirty (30) of the date of the payment.

The relationship between PRISM and Designer is non-exclusive, meaning both parties may enter into similar agreements with other parties. But except as provided below, models supplied by the Designer are exclusive to Designer Model during such times as Designer chooses to post them on that platform. In other words, while Designers may and are in fact encouraged to discuss and promote their Designer Models in and/or outside of Designer Model or Portfolio123, the results (i.e. the buy and sell signals) may not be disseminated outside of Designer Model, nor may Designer collect any fee outside of Designer Model for an identical model maintained in his account but not supplied to Designer Model. Notwithstanding the foregoing, if Designer believes special circumstances warrant modification of the model's exclusivity to Designer Model, Designer may apply in writing to PRISM for such modification explaining the reasons for the request including how it would not contravene the interests of other Designer Model users (e.g., giving effect to the need to control subscribership to models focusing on lower-liquidity investments) and how it would be consistent with PRISM's interest in earning a reasonable return on its investment in Portfolio123 in general and Designer Model in particular. If such modification is granted in whole or in part, potentially after direct consultation with Designer, the terms of the modification, which shall be provided by PRISM in writing, shall be deemed part of this Agreement.

This Agreement forms an independent contractor relationship between PRISM and Designer and neither PRISM nor Designer shall be liable for the acts of the other in connection with the performance of this Agreement. Each shall remain liable for their own products and services to their respective customers and users.

Designer may issue presses or other public communications regarding Designer's Designer Models, however, Designer may not make any statements that contradict the content on the Designer Model website (for example, performance claims must be based on data published on the Designer Model site) and may not publicly disclose information that is reserved for Subscribers, such as the stocks currently in the model and their weights.

PRISM's obligations regarding your Designer Models are the same as PRISM's obligations to all portfolio123 subscribers regarding all screens, ranking systems, simulations, strategies, etc. and are governed by the portfolio123.com Terms of Use and the Legal Notices applicable to the Designer Models section of the site. We will have no liability for any communications between you and Subscribers, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) your communications with your Subscribers; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your models; (c) your violation of any term or condition of this Agreement; or (d) your or your employees' negligence or willful misconduct.

Consistent with your status as an Independent Contractor, PRISM will not withhold any part of your Compensation for payment of taxes or similar obligations, and you will receive from us, once per year, a 1099 IRS form.

You have the right to terminate any Designer Model. If you do so, the strategy will be removed after all Subscriber monthly subscription-billing cycles have expired. As to the relationship between you and PRISM, either Party may terminate this Agreement with a 30 day written notice to the other party. In the event of a termination of this Agreement the compensation payment made for the quarter prior to termination shall be deemed the final compensation payment, and no payments shall accrue or be made for the quarter during which the termination takes place.

If a Designer wishes to relinquish his membership in Portfolio123 or has reason to expect that his membership will be terminated by Portfolio123, the Designer should terminate all of his models in accordance with Paragraph 14 above, and Designers are strongly encouraged to so do. If, a Designer ceases to remain a member in good standing of Portfolio123.com, all models not previously terminated in accordance with Paragraph 14 revert to PRISM which shall terminate the models in as orderly a manner as feasible. Under normal circumstances, models that revert to PRISM under the terms of this paragraph will be terminated as if the Designer acted to terminate them as of the date he ceased to be a member in good standing and in such a case, PRISM may operate the model for the time it takes to satisfy the termination process set forth in Paragraph 14. Notwithstanding the foregoing, if PRISM, in its sole discretion, determines that a more gradual termination process is necessary to protect the interests of those who subscribe to the model then PRISM may continue to operate the model for as long a time as is needed to achieve an appropriate termination. Notwithstanding any other paragraph in this Agreement Designer shall not accrue any fees for any period after termination of his membership. The foregoing is without prejudice to the right of a Designer whose models have reverted to PRISM pursuant to this Paragraph and whose membership is reinstated to launch new models using the same algorithms as the terminated models, but such models shall be newly launched, with new names and new documentation and new simulation/test presentations, and if the Designer so chooses, with new subscription prices and new membership limits. Members who had subscribed to the reverted models will not be automatically established as subscribers to any successor models, but they may, of course, choose to subscribe or not as they wish.

This Agreement is personal to PRISM and the Designer shall not assign, sub-contract, delegate, sell, transfer, or dispose of any of its rights or obligations under the Agreement, unless permitted in writing by PRISM.

This Agreement shall be subject to and construed according to the laws of the State of Illinois.

Although PRISM will try to keep the service operational at all times, a certain amount of downtime and interruption of service is always possible and inevitable. PRISM is not responsible for any interruption of the service and Designer agrees not to hold PRISM liable for any consequences of interruption of any service for any amount of time. If PRISM ceases to provide service, for any reason, this Agreement is terminated.

PRISM reserves the right to change this agreement at any time by revising the terms and conditions herein. You are responsible for regularly reviewing these terms and conditions. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Site, or by electronic or conventional mail. Continued presence of you models in Designer Models shall constitute your acceptance of such changes.

You and PRISM are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations PRISM's behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS DESIGNER MODEL AGREEMENT, THE PROGRAM, THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE WEBSITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

THE PROGRAM, THE WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON THE WEBSITE, ANY SPECIAL LINKS, LINK FORMATS, DOCUMENTATION, CONTENT, PORTFOLIO123.COM DOMAIN NAME, OUR AND OUR AFFILIATES' TRADEMARKS AND LOGOS (INCLUDING THE WEBSITE MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR DESIGNERS OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR DESIGNERS, AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE

ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, DOCUMENTATION, THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

This Agreement contains the entire agreement of the parties and NO ORAL STATEMENTS OR PRIOR AGREEMENTS SHALL HAVE ANY FORCE AND EFFECT.

Last Updated Nov 4, 2015