08-22-22 CC Packet - Laserfiche WebLink

Browse Search

claim or proceedings, that are suffered, sustained, incurred or required to be paid by VIAS in connection with this Agreement. e. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and, therefore, nothing contained in this Agreement shall constitute a waiver or limitation of rights that Client may have under federal or state securities laws that are not permitted to be contractually waived. 14. Non-exclusivity. Each Party acknowledges and agrees that this Agreement and the arrangement described herein are intended to be non-exclusive and each Party is free to enter into similar agreements and arrangements with other entities. Client also understands that VIAS may give advice or take action in performing its duties for other clients that differs from the advice given to or action taken for Client. Neither VIAS nor any affiliated entity offers any guarantee that investment results or objectives sought by the Client, or outlined in the investment strategies will be achieved. 15. Arbitration. All controversies arising out of or relating to any services provided by VAI, VIAS, Vanguard, or any of their affiliates, directors, or employees with respect to transactions of any kind executed pursuant to this Agreement, with respect to any accounts serviced according to this Agreement, or which related in any way to this Agreement which cannot be resolved by negotiation will be resolved by arbitration and, to the extent not governed by federal law, governed by the laws of the Commonwealth of Pennsylvania without reference to its conflicts of laws rules. Arbitration shall be conducted in accordance with and subject to the then-applicable Commercial Dispute Resolution procedures of the American Arbitration Association (the “AAA Rules”). Unless otherwise mutually agreed upon by the parties, the arbitration hearings will be held in the City of Philadelphia, Pennsylvania. A panel of three arbitrators will be selected in accordance with the AAA Rules and the arbitrators will allow such discovery as is appropriate and consistent with the purposes of arbitration in accomplishing a fair, speedy, and cost-effective resolution of disputes. The arbitrators will reference the Federal Rules of Evidence and the Federal Rules of Civil Procedure then in effect in setting the scope of discovery. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and any enforcement, as the law of such jurisdiction may require or allow. Client and VAI consent to service of process by first-class mail to the addresses set forth on the signature page(s) of this Agreement or maintained on record at Vanguard. Arbitration awards will be final and binding on all parties. By obtaining VIAS investment management services, all parties are waiving their right to seek remedies in court, including the right to a jury trial. Prearbitration discovery is generally more limited than and different from court proceedings. The arbitrator’s decision is not required to include a factual findings or legal reasoning. Any party’s right to appeal or to seek modification of ruling by arbitrators is strictly limited. This clause does not constitute a waiver of any right under federal or state securities laws, including the right to choose the forum in which to seek resolution of disputes. 16. Binding Agreement. This Agreement will bind and be for the benefit of the parties to the Agreement and their successors and permitted assigns, except that this Agreement may not be assigned by either party without the prior written consent of the other party. 17. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions, except to the extent such laws have been specifically superseded by federal law as applicable, such as ERISA. 18. Severability. If any part of this Agreement is held to be invalid or void, such invalidity shall not affect any other part of this Agreement and the remainder of the Agreement shall be effective as though such invalid or void part was not contained herein. 5