MEMBERSHIP TERMS AND CODE OF CONDUCT

Effective February 17, 2025  

YOU AGREE THAT BY USING FOX’S MEMBERSHIP SERVICES OR BY PAYING THE MEMBERSHIP INVOICE THAT INCORPORATES THESE MEMBERSHIP TERMS OF USE AND CODE OF CONDUCT, YOU AGREE TO FOLLOW AND BE BOUND BY THE GENERAL TERMS OF THE MEMBERSHIP INVOICE AND THESE MEMBERSHIP TERMS OF USE AND CODE OF CONDUCT (COLLECTIVELY THE “TERMS”).  IF YOU ARE PURCHASING A MEMBERSHIP OR USING MEMBESHIP SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY ON BEHALF OF ALL ENTITY USERS TO THE TERMS AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THESE TERMS SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR SUCH ENTITY DO NOT AGREE TO FOLLOW AND BE BOUND BY THE GENERAL TERMS OF THE MEMBERSHIP INVOICE AND THESE TERMS, YOU SHALL NOT PAY THE MEMBERSHIP INVOICE OR USE FOX MEMBERSHIP PRODUCTS OR SERVICES. 

PLEASE READ CAREFULLY THESE TERMS, INCLUDING SECTION 9 BELOW, WHICH REQUIRES YOU TO RESOLVE CERTAIN DISPUTES WITH FOX THROUGH BINDING ARBITRATION. BY USING THE SERVICES IN ANY MANNER, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ SECTION 9 AND UNDERSTAND WHAT IT MEANS TO RESOLVE CERTAIN DISPUTES WITH FOX THROUGH BINDING ARBITRATION. 

 

The provision of membership services (the “Services”) by Family Office Exchange LLC, a Delaware limited liability company ("FOX"), and your use thereof, is subject to these Terms. You ("Customer" or “Member”) acknowledge that you agree to comply with these Terms and are authorized to agree on behalf of all Customer users. No modifications by you to these Terms shall be effective unless agreed by FOX in writing.  

 

  1. TERM; TERMINATION.  The term of membership shall commence on the Effective Date as identified in the General Terms and will remain in effect as long as Member has access to Services.  FOX may terminate these Terms at any time if legally required, upon Member's improper use of the Services, or if Member violates these Terms. In the event of any termination of these Terms, (a) FOX's obligations to provide the Services shall cease, and (b) all rights granted to Member by FOX under these Terms related to terminated Services shall terminate without refund. If Member violates these Terms and FOX does not take action right away, that does not mean FOX is giving up any rights that it may have, such as taking action in the future.  All provisions relating to ownership rights, confidentiality and non-disclosure, and limitation of liability shall survive any termination of these Terms. 

 

  1. AGREEMENT TO TERMS OF USE.  Member’s access to and use of Services shall be subject to and conditioned upon Member’s compliance with these Terms, General Terms, FOX’s applicable online Terms and Conditions, Privacy Policy, and Content License Agreement, which are hereby incorporated by reference. 

 

  1. CANCELLATIONS OR RESCHEDULING OF EVENTS.  FOX reserves the right to cancel and or reschedule programs and events for any reason.  

 

  1. NON-TRANSFERABILITY OF BENEFITS.   Neither party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other party's prior written consent, which consent such other party may give or withhold in its sole discretion, provided, however, that either party may assign or otherwise transfer all or any of its rights, and delegate or otherwise transfer all or any of its obligations or performance, under these Terms without the other party’s consent to the successor to all or substantially all of its business to which these Terms relate. These Terms are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.  There shall be no third-party beneficiaries to these Terms.

 

  1. RELATIONSHIP.  These Terms do not constitute a partnership or joint venture or principal-agent relationship between the parties.

 

  1. OWNERSHIP RIGHTS.  All intellectual property rights related to the Services (including all products, research, and content) shall remain the exclusive property of FOX or its licensors.

 

  1. CONFIDENTIALITY.  "Confidential Information" includes any proprietary or confidential information provided by the disclosing party to the receiving party other than any information which: (a) is generally available to the public through no fault of the receiving party or any of its affiliates or its or their directors, officers, employees, contractors, or other agents (collectively, a Party's "Representatives"); (b) is or becomes available to the receiving party through a source other than the disclosing Party or its Representatives without duty of confidentiality; or (c) is or has been developed by the receiving party independently of the disclosing party's Confidential Information. Anonymized and de-identified data shall not be considered Customer's Confidential Information and FOX shall be permitted to retain and utilize such data. Each party shall (i) keep all Confidential Information of the other party confidential, (ii) not disclose the other party's Confidential Information to any third party except if required by law, subpoena or similar legal demand, and (iii) use and disclose Confidential Information of the other party only as necessary to perform its obligations herein (including FOX's disclosure to its Representatives).

 

  1. GOVERNING LAW.  These Terms are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois. 

 

  1. ARBITRATION.  In the event of any dispute, claim, question or disagreement arising from or relating to these Terms or related services, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances,  Member agrees to use its best efforts to settle the dispute, claim, question or disagreement. To this effect, Member agrees to consult and negotiate with FOX in good faith and attempt to reach a just and equitable solution.  If no such solution can be reached within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions or disagreements will be finally settled by arbitration.  all disputes, claims, questions or disagreements arising from or relating to these Terms will be settled by binding arbitration held in Chicago, Illinois pursuant to the commercial rules of the American Arbitration Association (“AAA”) using expedited procedures, unless otherwise agreed by the parties.  The arbitrations will be conducted by one arbitrator chosen by FOX.  Each party will pay its own expenses arising from the arbitration, and the parties will share equally the expense of the arbitrator and the AAA.  The prevailing party in such a proceeding will be entitled to recover reasonable attorneys’ fees and expenses incurred in connection with such proceeding, in addition to any other relief to which such prevailing party may be entitled.  Any arbitration award will be final, and judgment thereon may be entered, in any court of competent jurisdiction.  Either party may seek all interim or preliminary relief from any court of competent jurisdiction as is necessary to protect the rights or property of the party pending the completion of arbitration.  Any cause of action or claim Member may have arising out of or relating to these Terms, General Terms, or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.  To the fullest extent permitted by law, all aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties, unless the parties otherwise agree. In any event, an arbitrator's ruling shall have no preclusive effect in any proceeding involving a different party. 

 

  1. FORCE MAJEURE.  The performance of the Agreement by either party shall be subject to force majeure, including but not limited to acts of God, fire, flood, natural disaster, war or threat of war, acts or threats of terrorism, civil disorder, unauthorized strikes, governmental regulation or advisory, recognized health threats as determined by the World Health Organization, the Centers for Disease Control, or local government authority or health agencies (including but not limited to the health threats of COVID-19, H1N1, or similar infectious diseases); act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction; or limitations on gatherings of over 10 people imposed by the government due to coronavirus, or where any of them make it illegal, impossible, inadvisable, or commercially impracticable to hold the event or to fully perform the terms of the Agreement (an “FM Event”). Neither Party will be liable for any failure or delay in performing an obligation under these Terms that is due to and FM Event and specifically the novel coronavirus Covid-19 endemic which is ongoing as of the date of the execution of these Terms. For the avoidance of doubt, the foreseeability of the Covid-19 endemic at the time of execution of this contract will not prevent either party from invoking the force majeure clause and being relieved of performance. 

 

  1. WAIVER; SEVERABILITY; HEADINGS.  No action, course of dealing or performance by FOX, and no failure, omission, delay or forbearance by FOX, in whole or in part, in exercising any right, power, benefit or remedy under these Terms will constitute a waiver of such right, power, benefit or remedy. If any provision of these Terms is invalid or unenforceable, such will not render all the Terms unenforceable or invalid but rather the Terms will be read and construed as if the invalid or unenforceable provision(s) are not contained therein. Headings in these Terms are for convenience only and have no legal meaning or effect. Member agrees to indemnify and hold harmless FOX, its successors, assigns, parents, subsidiaries, affiliates and their respective directors, officers, employees and agents (collectively, the “FOX Indemnitees”) from and against all claims, damages, losses, liabilities, suits and expenses (including reasonable attorneys’ fees) arising from or related to Member’s and Member’s successors’, permitted assigns’, parents’, subsidiaries’, affiliates’ and their respective directors’, officers’, employees’ and agents’ (i) use of Services, (ii) any representation or warranty made in the member application not having been true when made, any misrepresentation made by Member, or (iii) any failure by Member to fulfill any of the covenants or agreements set forth in the Terms; provided that FOX gives Member prompt notice of all third-party claims or suits relating to such use. Member has the right to undertake and control the defense and settlement of any such claim or suit; provided, however, that Member will make no admissions or settlements without the FOX’s consent, which will not be unreasonably withheld.  If Member fail to undertake such defense, Member agrees to reimburse FOX Indemnitees for reasonable attorneys’ fees and expenses incurred by them in defense of such claim or suit.

 

  1. SURVIVAL.  The provisions of Section 6, 7, 8, 9, 11, 12, 13, and 16 of these Terms shall survive the termination of these Terms and remain in full force and effect thereafter. 
     

  2. QUALIFICATIONS.  You represent and warrant that all information contained in your membership application is true and accurate in all material respects. 

 

  1. NOTICES.    Notices to FOX must be given in writing and sent to FOX at the following address: Family Office Exchange LLC., 100 S. Wacker Drive Suite 800, Chicago, IL 60606, Attention: General Counsel.

 

  1. GENERAL.  These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between Member and FOX and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Member and FOX.  A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

  1. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. EXCEPT AS DESCRIBED IN THESE TERMS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES (INCLUDING LOSS REVENUE AND/OR PROFITS) COSTS OR EXPENSES (INCLUDING LEGAL FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATD TO THESE TERMS OR SERVICES REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.  BY USING MEMBERSHIP SERVICES OR BY PAYING THE MEMBERSHIP INVOICE , YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.” SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. IN NO EVENT SHALL FOX’S LIABILITY FOR DIRECT DAMAGES BE IN EXCESS OF FIFTY (50) PERCENT OF THE MEMBERSHIP FEES PAID TO FOX BY MEMBER DURING THE CURRENT MEMBERSHIP TERM.  

 

Code of Conduct 

It all starts with community. FOX was the first—and continues to be the industry-leading—membership organization for ultra-high-net-worth families and their advisors. Our members are leaders and decision-makers from some of the most affluent families and family offices worldwide and are highly engaged in learning and connecting with peers on critical issues.   

Participation is key. FOX will be most beneficial for you, and consequently, your involvement will best enrich our community, if you are clear on what membership entails and are committed to participating. Active engagement is vital for building the connections and obtaining the knowledge and resources that help families manage their enterprises and grow their wealth across generations. With the industry expertise and insights of our team and our members' invaluable experience and contributions, FOX membership helps families, no matter where they are at in their journey, ensure their capital reaches both its full potential and delivers positive impact for the family, their businesses, and their communities.   
 
Confidentiality is strictly enforced. FOX was founded on a high level of trust, a commitment to a safe learning environment, and an ethos of participation and sharing that has persevered for over 35 years. Members adhere to a strict code of conduct around privacy and confidentiality.  
 
Solicitation is antithetical to the member experience. Members are expected to adhere to a strict no solicitation policy and may not promote specific investments, products, or services from which they derive financial benefit. Service providers should only offer to exchange contact information such as business cards in direct response to an ask. These rules of engagement also apply to families that may provide investment advice or other services to outside families. During events specifically designed to explore co-investment opportunities, any financial interest in a deal must be clearly disclosed. 
 
FOX fosters a culture of continuous learning and collaboration. Networking, relationship building and the exchange of ideas and experiences in all matters is not only strongly encouraged, it is the fuel of our community. This free exchange of information is based on open communication and trust among members. Each member will hold in strict confidence their discussions and information about, and shared by, other members. 
 
Members are expected to maintain a professional demeanor. Members are polite and professional in interacting with all members, speakers, and guests.  
 
All information provided by FOX is solely for the use of FOX members and cannot be copied, reproduced, distributed, or disseminated to any other individual, organization, or industry service providers.  FOX may update or change the Code of Conduct from time to time for any reason deemed necessary by FOX.  The effective date of any these Terms will be reflected in the “Last Revised” entry at the top of these Terms.  Your continued use of the Services after any such change is communicated shall constitute your consent to such change(s).