Investment Advisory Agreement

FUNDIFY ADVISORS, LLC

INVESTMENT ADVISORY AGREEMENT

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This investment advisory agreement (this “Agreement” or “Advisory Agreement”) sets out the terms and conditions under which Fundify Advisors, LLC (“Fundify,” “we,” or “us”), a registered investment adviser, will provide ongoing discretionary management services with respect to the assets in your Fundify account (the “Fundify Account”). This Agreement will become effective, and you will become our client (“Client,” “you,” “your” or similar terms), on the date you sign it. You will sign this Agreement by checking and clicking the “I Agree” button or typing your name in the electronic signature field appearing after you have scrolled through this Agreement, either of which will constitute your electronic signature. Your electronic signature will be the same as if you signed a paper agreement by hand.
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1. INVESTMENT ADVISORY MANAGEMENT SERVICES.

The Client hereby appoints Fundify as its investment adviser and grants us limited power-of-attorney with discretionary trading authority to manage and trade the assets in your Fundify Account (the “Services”). We accept that appointment under the terms and conditions set forth in this Agreement.

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Fundify will not provide investment advice other than the Services described in this Agreement. You acknowledge that: (i) Fundify will deliver the Services predominantly through the Fundify application on one or more mobile devices and/or Fundify.com (the “Fundify Website”) (collectively, including any updates and replacement or supplement to them, the “Fundify Platform”); (ii) Fundify is solely responsible for the decision to invest the assets in your Fundify Account. You may contact Fundify by phone or email during its business hours regarding technical questions about the Fundify Platform. Fundify does not provide investment advice in person or over the phone or in any manner other than through the Fundify Platform.

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Through the Fundify Platform, you will provide us information about yourself (including your financial situation, investment horizon, and risk profile, among other factors), and, upon evaluating your information, Fundify will implement a portfolio for you (your “Portfolio”). The Portfolio includes securities issued by pre-seed, seed, early stage, and later stage private companies (“Portfolio Investments”) based on Fundify’s proprietary due diligence process, investment thesis, and investment selection algorithm. Portfolio Investments may include (but are not limited to) preferred and common equity, debt instruments (such as convertible loans), and other investments (such as Simple Agreements for Future Equity or “SAFEs”), either directly through the applicable issuer or an associated crowdfunding vehicle. Portfolio Investments are generally offered through third-party and affiliated crowdfunding portals and platforms and generally rely on exemptions from registration pursuant to Regulation D, Regulation CF (Crowdfunding), and Regulation A. Fundify implements the Portfolio on an initial and ongoing basis by purchasing and selling Portfolio Investments your Fundify Account through third-party and affiliated crowdfunding portals and platforms and by purchasing securities directly from issuers.

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Fundify reserves the right to change, in its sole discretion from time to time and without prior notice to Clients the securities, and recommended investments that it deems appropriate to address the investment objectives, investment time horizons, and risk tolerances of its clients. In addition, Fundify shall have the authority in connection with its provision of advisory services under this Agreement (i) to determine when, how often, and in what amounts to invest or reinvest dividends in your Fundify Account; (ii) to determine the timing of purchases in relation to deposits; and (iii) to determine the timing of sales and withdrawals in relation to requests for withdrawals or transfers.
If you have placed a security freeze on your personal information and credit, you consent to the temporary lifting of your security freeze for the purposes of opening your Fundify Account with us, and to the use of any credit reporting facility or agency report in connection with your Account. Credit will not be extended, as in the case of a margin account, unless we or an authorized person contacts you using the contact method provided within the Fundify Platform. You also authorize us to deliver to any other affiliate firm executing securities transactions on behalf of the Fundify Account a copy of this Agreement as evidence of the authority of Fundify to act for and on behalf of your Fundify Account.
You acknowledge that Fundify does not provide: (i) comprehensive financial planning services, and its Services are not a complete investment program; (ii) tax, accounting, or legal advice, nor prepare any legal or accounting documents for the implementation of any of the Client’s financial or investment plans; and (iii) custody of your Fundify Account assets. You are encouraged to consider additional asset classes, strategies, and investments to supplement your investment objectives; and to consult with your tax advisor regarding any tax consequences related to your Portfolio. Each Client must rely upon its own representatives, including its own legal counsel and accountant, as to legal, tax and related matters concerning any assets in the Fundify Account or any Fundify Account transactions and for preparation of any legal, accounting or tax documents. You can access tax documents through the Fundify Platform when such documents are ready. The Client and Client’s tax advisors are responsible for how investments and the transactions in the Client’s Fundify Account are reported to the Internal Revenue Service or any other taxing authority. Fundify assumes no responsibility to the Client for the tax consequences of any transaction.

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Fundify will be responsible for the review and evaluation of your current financial information that you provide to us and will make its Portfolio recommendation based on that information. It is your responsibility to update your information on the Fundify Platform and update the information through the Fundify Platform promptly if there are changes to your risk tolerance, investing interests, and the length of time you expect to hold your investments, or if other relevant information changes or becomes available. You are solely responsible for evaluating the merits and risks associated with any investments and the Portfolio recommended by Fundify.
Fundify further reserves the right, in its sole discretion from time to time, upon providing prior notice to Clients, to engage any investment service provider from which Fundify may obtain any or all investments, change any such investment service provider, and make additional investment service providers available. In providing its services, Fundify or any of its affiliates may, subject to applicable laws and regulations, engage unaffiliated vendors or other contractors to aid it in fulfilling its duties under this Agreement or to provide ancillary enhancements or features of the services contemplated herein. Additionally, in performing its obligations under this Agreement, Fundify may, at its own discretion, delegate any or all of its discretionary investment, advisory, and other rights, powers, and functions hereunder to any of its affiliates or to any third parties without your written consent, provided that Fundify shall always remain liable to you for its obligations hereunder.

You authorize Fundify, acting as your agent, to affirm, reaffirm, and represent to funding portals, including (but not limited to) our affiliate, Fundify Portal, LLC (“Fundify Portal” and together with other funding portals referred to as the “Funding Portals”), that (i) you understand that your entire amount of your investment(s) may be lost; (ii) you are in a financial condition to bear the loss of your investment(s); (iii) your annual income, net worth, and the amount of your other investments made pursuant to Section 4(a)(6) of the Securities Act of 1933, as amended (“Regulation CF”) are in compliance with requirements and limitations thereunder; (iv) you understand that there are restrictions on Fundify’s ability, acting on your behalf, to cancel an investment commitment(s) and obtain a return of your investment(s); (v) you understand that it may be difficult for Fundify, acting on your behalf, to resell securities acquired in reliance on Regulation CF; and (vi) you understand investing in securities offered and sold in reliance on Regulation CF involves risk and that you should not invest any funds in an offering made in reliance on Regulation CF unless you can afford to lose the entire amount of your investment(s).

You also certify that you have reviewed Fundify Portal’s current educational materials, available at https://www.fundifyportal.com/investor-educational-materials, and that you will review any revised materials for Fundify Portal or additional educational materials of other Funding Portals made available to you by Fundify within five (5) business days upon receipt of such materials.
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2. CLIENT INFORMATION

You confirm that all of the information you have provided through the Fundify Platform is true, accurate, and complete in all respects. Without limiting the generality of the preceding sentence, you represent and warrant that you are neither insolvent nor have you been found by a court or regulatory body to be bankrupt or insolvent through a judicial or regulatory proceeding. You agree to notify us promptly of any change in information that may be relevant to your financial circumstances. You understand that Fundify will contact you at least annually via the Fundify Platform, email, or through any other means deemed appropriate to request that you review your Portfolio to determine whether it should be modified. You agree to review your information for accuracy and provide material updates promptly using the Fundify Platform. You acknowledge and agree that Fundify relies on the information you provide through the Fundify Platform to provide advisory services.
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3. FUNDING THE ACCOUNT.
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You will be required to connect your Fundify Account to your bank or other account from which you intend to transfer moneys to fund the Fundify Account (the “Funding Account”) by entering into the Fundify Platform, true, accurate, current, and complete information about your Funding Account, including the American Bankers Association (ABA) routing number and account number for the Funding Account or connecting your account via Plaid. You agree that, by initiating or directing a deposit, you authorize the bank or other vendor that Fundify engages from time to time to facilitate the use of the Automated Clearing House (“ACH”) payment system for the transfer of money to or from North Capital (such bank or vendor, the “ACH Operator”) to request that the financial institution that maintains your Funding Account transfer the amount of the deposit to the North Capital or deposit in your Fundify Account. You agree and acknowledge that you are responsible for any fees, charges, or expenses imposed by your financial institution that maintains your Funding Account in connection with any deposit or transfer of money to or from your Fundify Account.
You agree and acknowledge that any deposit or transfer to your Fundify Account may not be canceled by you following the initiation and/or authorization of such transaction. In order to permit sufficient time to ensure that the transfer of assets into your Fundify Account has been successfully completed by the financial institution that maintains your bank account, Fundify may wait up to five Business Days after the day North Capital credits the applicable deposit to your Fundify Account. As used herein, “Business Day” means any day on which all banks (or the applicable branch thereof) involved in any transfer of funds are physically open for business during their normal business hours, specifically excluding any U.S. federal holiday and any day on which any applicable securities exchange is not open during its normal business hours. You hereby acknowledge and agree that, as a result, each deposit or transfer you make generally may not be invested in your Portfolio for up to five Business Days and that such uninvested cash will not be subject to financial gains or losses resulting from movement in market prices during that time period.

You represent and warrant that none of the money you deposit in your Fundify Account is derived from, or will be used to promote the conduct of, any crime or other illegal activity. You agree not to deposit (or direct the deposit of)any money in your Fundify Account that comes from, or that will be used to promote the conduct of, any crime or other illegal activity. You represent that no individual or entity has an interest in any money you use for deposits or in any money, or securities in your Fundify Account other than you or any other individual you have disclosed to Fundify during account opening.

You further agree that,if your Funding Account is closed or restricted after you connect it to the FundifyAccount, you will have no right to make additions to or withdrawals from your FundifyAccount unless and until: (i) the Funding Account is reopened orunrestricted; or (ii) you successfully connect a different and adequatelyfunded Funding Account to the Fundify Account.

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4. WITHDRAWALS.

Fundify will undertake good faith efforts to generate and place the orders for sales of Portfolio Investments following a written request to liquidate securities to legal@fundify.com, however, you acknowledge and agree that Portfolio Investments are illiquid, long-term investments and cannot be withdrawn from, absent a liquidity event. Specifically, you will not be able to sell securities until the expiration of any applicable resale restriction period, which could be at up to twelve (12) months, unless an exemption is otherwise available. Further, its likely there will not be a ready market to sell securities after the restricted period is over.
You may withdraw cash from your Fundify Account by initiating a withdrawal request through the Fundify Platform at any time. You acknowledge and agree that Fundify may require additional information from you before effecting any withdrawal request, and that such requested withdrawal may be subject to delay or cancellation in the event that you do not timely provide such additional information.
You further acknowledge that when securities are withdrawn, you may be subject to transaction fees, and/or tax consequences, such as any direct or indirect local, state, federal, or foreign taxes, levies, duties, or similar government assessments of any nature, including value-added, use, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your participation in the platform, excluding taxes based on Fundify’s net income or property. If Fundify has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide Fundify with a valid tax exemption certificate authorized by the appropriate taxing authority. You understand and agree that neither Fundify nor any of its affiliates is responsible for withholding any tax penalties that may apply to your account(s) subject to this Agreement or for any state or federal income tax withholding, except as may otherwise be required by applicable law.
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5. FEES AND EXPENSES.
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Fundify Fee. Fundify offers the Services for monthly fee (“Fee”) determined based on the “Portfolio Fee Value” of the Portfolio, which is the lower of either: (a) the “Cost Basis” of the Portfolio (that is, the original cost of current Portfolio assets); or (b) the “Current Market Value” of the Portfolio (that is, the market value of the current Portfolio assets). The value of cash in the Portfolio is not included in the Cost Basis or the Current Market Value.

The Fee is two percent (2%) of the current assets being managed through the Platform. The Fee is charged monthly, in arrears, based on the Portfolio Fee Value on the last day of each calendar month. The monthly Fee is two percent (2%) (annual) divided by twelve (12) (months) multiplied by the Portfolio Fee Value. In the event you withdraw funds or assets from the Portfolio or terminate our services, the Fee is still due. In valuing Portfolio Investments, we will generally use a mark to market valuation in accordance with our valuation policies, unless we determine a reliable market valuation is available.

Fundify reserves the right to waive all or any portion of the Fee for any period for any Client or group of Clients at its sole discretion. Fundify has sole discretion in determining whether or not any Client or potential client may receive lower fees, and Fundify shall not be liable to you or any other party in connection with any such decision. If Fundify lowers any fees for any Client, it has no obligation to continue to do so, and may cancel such benefit at any time. Negotiated fees may differ based on factors, including the type and size of the account.

You acknowledge that that the Fee may change from time to time and will be available on the Fundify Website, in the Brochure, and in the Relationship Summary (as defined below). In the event of a change in fees, Fundify will provide you notice electronically on the Fundify Website. You agree to check the Fundify Website from time to time for updates to the Fee applicable to you.

Interest on Cash. In addition to the foregoing Fee charged by Fundify, Fundify also retains all interest on cash held in your Portfolios.  Fundify’s receipt of such interest creates a conflict of interest, in that it provides Fundify an incentive to maintain your assets in cash (and to avoid or delay deploying cash toward Portfolio Investments).

Third-Party Fees. Fundify’s fee for the Services do not include other related costs and expenses of the investments the Client may incur through making the investments recommended by Fundify in the Client's Fundify Account. For example, Fundify’s affiliate, Fundify Portal, LLC (“Fundify Portal”), an SEC-registered funding portal and member of FINRA and other third-party funding portals may charge administrative fees in connection with reasonable administrative costs associated with crowdfunding vehicles, if applicable.  

Fee Payment. Fundify’s Fee is first debited by Fundify against cash in your Portfolio. Where you do not have sufficient cash in your Portfolio, the Fee will accrue against future cash deposits to your Portfolio and/or your Portfolio Investments, whereby Fundify will debit its Fee following future deposits and/or future liquidations of Portfolio Investments at Fundify’s sole discretion. By signing this Agreement, you authorize Fundify to deduct the applicable Fee directly from your Portfolio and/or from the proceeds of liquidations of Portfolio Investments. This provision survives the termination of this Agreement.

Performance-Based Fees. Fundify does not charge any performance-based fees (that is, fees based upon a share of capital gains on or capital appreciation of the assets in a Fundify Account).

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6. PROXIES AND CORPORATE LEGAL ACTIONS.
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Fundify does not exercise voting authority over Client proxies for client securities. To the extent Portfolio Investments provide the opportunity to vote proxies, Clients will receive proxies directly from the financial institution where their securities are custodied. To the extent Portfolio Investments are made through crowdfunding vehicles, each crowdfunding vehicle will seek instructions as it pertains to voting matters and vote in accordance with such instructions. The Firm does not provide advice on any such issuer solicitations. Clients shall maintain exclusive responsibility for all legal proceedings or other type events pertaining to the account assets, including, but not limited to, class action lawsuits.
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7. DELIVERY OF BROCHURE AND RELATIONSHIP SUMMARY.
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You acknowledge that you have received a copy of Form ADV Part 2A and Part 2B (“Disclosure Brochure”) and Part 3 (“Relationship Summary”), delivered electronically and available on the U.S. Securities and Exchange Commission’s Investment Adviser Public Disclosure webpage on www.adviserinfo.sec.gov, which contains certain disclosures concerning brokerage practices, risk factors, and potential conflicts of interest, all of which may be amended from time to time subject to law. You may also obtain a copy of Fundify’s Disclosure Brochure and Relationship Summary upon request by emailing legal@fundify.com.
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8. CONFIDENTIALITY, PRIVACY, AND TRUSTED CONTACT.
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The information you provide to Fundify, including your personal information, is subject to the terms of Fundify’s Privacy Policy, which is available through the Fundify Website. By entering into this Agreement, you acknowledge receipt of the Privacy Policy, which Fundify may amend from time to time by posting new versions on the Fundify Website.
Except as required by law or requested by regulatory authorities, Fundify agrees to maintain in strict confidence all of your nonpublic personal and financial information that you furnish to Fundify, except for information that you explicitly agree to share publicly. You agree that you shall not use investment advice or other confidential information you receive from Fundify for developing a service that competes with the Fundify Platform or the services of Fundify or any of its affiliates.

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You consent to Fundify recording and/or monitoring your telephone calls and electronic communications with representatives and associated persons of Fundify without further notice. You expressly authorize Fundify representatives or associated persons to contact you for purposes of evaluating the offering of the advisory services and other products and services by calling, writing, or emailing at the telephone number(s), mailing address, and/or email address(es) you provide in connection with your Fundify Account, including any additional or updated telephone numbers, mailing addresses, or email addresses. The authorization in the preceding sentence will remain in effect unless and until you specifically revoke it by notifying Fundify or associated persons with whom you are in contact.
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Furthermore, you may appoint an adult at least 18 years of age as a Trusted Contact Person whom we may contact about your Fundify Account. We may disclose information about your Fundify Account to your Trusted Contact Person in order to address possible wrongful or unauthorized use of your assets or to confirm the specifics of your contact information, health status, or the identity of any legal guardian, executor, trustee, or holder of a power of attorney.

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9. ACKNOWLEDGEMENTS, REPRESENTATIONS AND COVENANTS.
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You understand, agree, and confirm to Fundify that:

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Authority. You have the full legal power, authority, and capacity to enter into this Advisory Agreement. You certify that you are of legal age to enter into contracts in the state where you live. This Agreement constitutes a legal, valid, and binding obligation on you with respect to your Fundify Account. You acknowledge that you are solely responsible for carefully reviewing and understanding all terms and conditions of this Agreement. You acknowledge and agree that you are fully responsible for all acts and omissions relating to the use of the Fundify Platform, including the deposit and contributions to and withdrawals from your Fundify Account, by any person who uses your user account and password(s), as described in the Terms of Use. You may not share your password(s) with others, and you must notify Fundify immediately if you know or suspect that the confidentiality of your password(s) has been compromised. You are the only person who may use your user account and password to access the Fundify Platform and your Fundify Account. You represent and warrant that no term of this Agreement conflicts with or violates any duty you have under any law, regulation, or agreement.
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The platform is appropriate. You have evaluated the platform and determined that it is appropriate for you, taking into account all relevant factors, including, your need for investment advice, your risk tolerance and investment experience, your particular financial needs and circumstances, and the fees charged for the account versus other types of investment accounts. You understand that, depending on the circumstances, the brokerage and execution services offered through this platform may be available for less money (but without the ongoing advisory services) through a commission-based brokerage account. You acknowledge that your Fundify Account is not intended solely as a cash management vehicle.
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Investment Risks. You are aware of and willing to assume the risks involved with investing your Fundify Account in the Portfolio. You understand that Fundify and its affiliates do not guarantee the future performance of your assets in the Fundify Account or any specific level of performance, the success of any investment recommendation, or the success of our overall management of your Fundify Account. Our investment recommendations are subject to various market, currency, economic, political, and business risks. Investment decisions will not always result in profitable outcomes. Investment performance of any kind can never be predicted or guaranteed, and Fundify does not guarantee that you will avoid financial loss. Fundify does not make any guarantee that the investment objectives, expectations, or targets described on the Fundify Platform will be achieved, including without limitation any risk control, risk management, or return objectives, expectations, or targets. Neither Fundify nor any of its affiliates guarantees the success of any given investment decision or strategy that Fundify may recommend or undertake, or the success of the overall management of the Fundify Account. You may experience losses, including potentially a complete loss of your investment. You acknowledge that you have read the additional risk disclosures in Fundify’s Disclosure Brochure.
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Liquidity Risks. You are aware of and willing to assume the risks associated with the lack of deep and active liquid markets for Portfolio Investments, which may prevent the sale of your securities at all, or at an advantageous time or price because Fundify may have difficulty finding a buyer and may be forced to sell at a significant discount to market value. Further, Portfolio Investments are illiquid, long-term investments and cannot be withdrawn from, absent a liquidity event. Specifically, you will not be able to sell securities until the expiration of any applicable resale restriction period, which could be at up to twelve (12) months. Further, its likely there will not be a ready market to sell securities after the restricted period is over.
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U.S. Resident. You acknowledge that the platform is intended for natural persons who are citizens or other lawful residents of the U.S. and who are located in the U.S., and that neither Fundify nor its affiliates intend to offer the platform, any securities, or any other products or services outside of the U.S. You acknowledge that Fundify and its affiliates do not offer the platform to non-resident aliens subject to tax withholding. Neither Fundify nor its affiliates represent or warrant that any aspect of the platform, including information available from the Fundify Website and information provided through the Fundify Platform, complies with any law or regulation of any jurisdiction outside of the U.S. You represent and warrant that you are a lawful resident of and located in the U.S., you have a valid U.S. residential mailing address, and that you have been lawfully issued by the government of the U.S. the social security number or tax identification number you provided to Fundify when applying for your Fundify Account using the account opening functionality through the Fundify Platform.
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Limitation of Liability and Indemnification. To the fullest extent allowed by applicable law, you agree and understand that Fundify and its affiliates, officers, directors, employees, representatives, successors, assigns, and authorized agents (collectively, the “Indemnified Persons”) will not be liable under this Advisory Agreement except for acts taken in good faith by us with the degree of care, skill, prudence, and diligence that a person acting in a fiduciary capacity would use under the circumstances (that is, only where we did not breach the fiduciary duty owed to you).
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Without limiting any other indemnity provision of this Advisory Agreement, you shall, to the fullest extent allowed by applicable law, indemnify and hold harmless Fundify and its Indemnified Persons from any and all claims, losses, damages, liabilities and expenses arising out of or relating to: (i) any transaction in which Fundify or any of its Indemnified Persons acts directly or indirectly as your investment adviser provided that such transaction was effected by Fundify in good faith with the degree of care, skill, prudence, and diligence that a person acting in a fiduciary capacity would use under the circumstances; (ii) your failure to provide true, accurate, complete, and current information (including Client Information) or to update Client Information; (iii) decisions and/or actions that you take or authorize third parties to take on your behalf or that you fail to take; or (iv) any direction or communication you provide with respect to this Advisory Agreement or your Fundify Account (including deposits, withdrawals, or transfers of assets to or from such account).
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Without limiting the generality of the foregoing, and except where prohibited by applicable law, Fundify and its Indemnified Persons will not be liable for any indirect, special, incidental or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable).
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In addition to the above indemnities, and except where prohibited by applicable law, neither Fundify nor its Indemnified Persons shall be liable for the acts or omissions of their vendors or other contractors, including the ACH Operator.
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The federal and state securities laws impose liability under certain circumstances on persons who act in good faith. Consequently, nothing in this Advisory Agreement shall waive or limit any rights that you may have under federal or state securities laws. Such federal and state laws may impose liability on us for losses we cause you, even where we acted in good faith.
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Where applicable, you agree to be bound by the National Automated Clearing House Association operating rules, any applicable local ACH operating rules and any similar operating rules governing the use of wire transfers. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your funding source or in payment instructions to make a deposit may result in a transfer being rejected, lost, posted to an incorrect account, or returned to the originating bank without notice to you. You agree that Fundify may request and the ACH Operator may make transfers for withdrawals solely by reference to the account number of the recipient. None of Fundify, its affiliates, or the ACH Operator shall be obligated by any provision of this Advisory Agreement or any other agreements governing your participation in the Program to determine whether there is a discrepancy relating to names or account numbers in transfers between your funding source or Fundify Account. You agree to indemnify and hold Fundify and the other Indemnified Persons harmless from any and all damages resulting from or relating to any mismatched, incorrect, or incomplete identifying information regarding your deposits or withdrawals. You agree that processing of transfers for deposits or transfers may be delayed for 5 Business Days or longer. If you believe a transfer has not been properly credited to you, you agree to notify Fundify promptly. You agree that money transferred via a transfer may not be reflected in a deposit credited to your Fundify Account during periods of processing delays. You agree that, notwithstanding anything to the contrary in this Agreement, neither Fundify nor any of its Indemnified Persons shall be liable for transfer processing delays, any act or omission of, including without limitation any overdraft or other fee charged by any financial institution, or for any act or omission of any service provider or vendor of any such financial institution. Any credit resulting from a transfer associated with a deposit is provisional until the ACH Operator receives payment. Fundify reserves the right to delay or prevent a withdrawal of the proceeds of any deposit pending verification of final payment. If the ACH Operator does not receive final payment, or if your Fundify Account has been credited by mistake, you hereby agree to reimburse the ACH Operator and/or Fundify, as applicable, for such final payment or the amount of such erroneous credit, as applicable.
If Fundify or any of its affiliates is served with levies, attachments, garnishments, summons, subpoenas, court orders, or other legal process which name you as a debtor or otherwise, Fundify or such affiliate shall be entitled to rely upon the representations, warranties, and statements made in such legal process. You hereby agree that Fundify or any affiliate may respond to any such legal process in its own discretion without regard to jurisdiction or forward such legal process to the ACH Operator or such other party as may be appropriate. You hereby agree to hold harmless and indemnify Fundify and its affiliates for any losses, expenses, and costs, including attorneys’ fees, incurred as a result of responding to such legal process or forwarding such legal process to the appropriate entity.
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If Fundify or any affiliate receives written notice from a personal representative, executor, or administrator purporting to represent your interests, Fundify or such affiliate shall be entitled to rely on all figures supplied and representations made in such written notice if Fundify or such affiliate is provided with letters of appointment bearing a duly recognized court seal without regard to jurisdiction.
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Fundify shall not be liable for (i) force majeure or other events beyond the control of Fundify, including without limitation any failure, default, or delay in performance resulting from computer or other electronic or mechanical equipment failure, malfunction or unavailability, unauthorized access, theft, operator errors, governmental, judicial, or regulatory restrictions, exchange or market rulings or suspension of trading, strikes, failure of a common carrier or utility services, severe weather, or breakdown in communications not reasonably within the control of Fundify or other causes commonly known as “acts of God,” whether or not any such cause was reasonably foreseeable, or (ii) general market conditions unrelated to any violation of this Advisory Agreement by Fundify.
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Non-Exclusivity. You acknowledge that Fundify renders investment advice to other clients. We and our Affiliates may take the same, similar, or different positions in specific investments for our other clients’ and our own accounts as we do for you. We have no obligation to purchase or sell, or to recommend for purchase or sale, any security that we or our Affiliates may purchase or sell for our other clients’ and our own accounts. The Client agrees that Fundify may give advice and take action with respect to any of its other clients, which may differ from the advice given or the timing or nature of action taken with respect to the Client's Fundify Account.
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Fiduciary Status. Fundify does not function as a “fiduciary” within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
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10. TERM AND TERMINATION.
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This Agreement becomes effective as of the date it is accepted by Fundify, as evidenced in accordance with Fundify’s procedures and/or practices regarding account opening. The date your Fundify Account is opened may or may not be the same effective date as this Agreement.
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You agree that Fundify and/or any of its Affiliates or contractors may suspend the provision of services to you or delay, limit, restrict, or refuse any transaction for you at any time for any length of time without prior notice to you if Fundify believes in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or to avoid, violating any law or regulation applicable to Fundify or its Affiliates or a transaction relating to the Services; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over Fundify or its Affiliates or a transaction relating to the platform; (iii) to avoid a loss to Fundify or its Affiliates (including if your payment of fees is 60 days or more overdue, except with respect to charges then under reasonable and good faith dispute); (iv) to remediate or otherwise address problems with technology; (v) due to interruptions in the access to or operation of any technology that Fundify or its Affiliates directly or indirectly uses in connection with the platform; (vi) to prevent a breach or violation of any term, condition, or other provision of this Agreement; or (vii) to obtain from you any additional information that Fundify in its reasonable discretion deems necessary for advisory services to be provided to you pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, Fundify reserves the right, at any time and without notice, to delay or manage the trading of Client orders if Fundify determines it is appropriate and consistent with its obligations under this Agreement.
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You may terminate this Agreement at any time by writing to legal@fundify.com or by submitting a termination request through the termination process provided through the Fundify Platform, and the termination will be effective upon receipt of notification of the termination via the Fundify Platform. You understand that Fundify may also elect to terminate your Fundify Account at any time, for any reason or no reason, in its sole discretion, upon notice to you by email, mail or other means of notification via the Fundify Platform. To the extent that the advisory relationship is terminated, you understand that all features and privileges associated with the Fundify Account will be cancelled and cease.
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Termination of this Agreement will not affect (a) the validity of any action previously taken under this Agreement; (b) liabilities or obligations from transactions initiated before termination of this Agreement; or (c) your obligation to pay us fees that have already been earned under this Agreement. If you terminate this Agreement, you will promptly pay us any unpaid but earned fees, as appropriate.
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A Client’s death, disability, or incompetence will not automatically terminate or change the terms of this Agreement. However, your executor, guardian, attorney-in-fact, or other authorized representative may terminate this Agreement by giving us proper written notice. We will not be responsible for any transfers, payments, or other transactions in the Fundify Account made at the direction of a former account holder or incapacitated account holder before we actually received and had a reasonable amount of time to act on such official written notice. Following receipt of an official written notice, we may require additional documents and reserve the right to retain the assets in and/or restrict transactions in the Fundify Account in our sole discretion. Any former account holder and the estate of any deceased or incapacitated account holder will remain jointly and severally liable for any losses in the Fundify Account arising out of or relating to transactions initiated before we actually received and had a reasonable amount of time to act on such official written notice.
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11. LEGAL CAPACITY.
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If this Agreement is established by the undersigned Client, or the Client’s authorized representative in a fiduciary capacity, the Client hereby certifies that he/she is legally empowered to enter into or perform this Agreement in such a capacity. The Client represents that he or she is over 18 years of age, and no person shall use or attempt to use the Services unless he or she is over 18.
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12. ENTIRE AGREEMENT AND AMENDMENTS.
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You acknowledge and agree that this Agreement, as it may be amended from time to time in accordance with its terms, constitutes the entire and final understanding with respect to the subject matter of the Agreement. You acknowledge and agree that this Agreement, and the terms and conditions contained herein, supersedes any prior Agreement or similar contracts you entered into with Fundify.
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Nothing in this Agreement shall be deemed waived or amended without the prior express written consent of Fundify, executed by a duly authorized representative of Fundify. Fundify may amend this Agreement from time to time by adding, revising, or deleting any terms or conditions, provided, that we will give you 30 calendar days’ prior notice. Although Fundify may email you about changes to this Agreement, the usual way for Fundify to notify you of amendments is to post notification of such in Fundify’s interactive application, which will be available, subject to Fundify’s Terms of Use, for you to access, download, review, print, and retain.
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You agree to check the Fundify interactive application and Website for new versions of this Agreement. You agree that, by keeping your Fundify Account or using the Services provided without objecting after Fundify posts a new version of the Agreement, you will agree to and accept all terms and conditions of this Agreement as so amended.
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You acknowledge that Fundify will generally not be required to obtain your consent for any amendments to the Agreement or changes to the Services. Any amendment or modification to this Agreement will be effective on the date determined in accordance with the terms and conditions discussed herein.
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13. NOTICES AND COMMUNICATIONS.
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Our opening and maintaining your Fundify Account are conditioned on your agreement to receive all notices, documents, and other information related to your account and investments electronically. You agree that when we send these email notices to you that they constitute delivery to you of the information or documents referred to in the email you provided, even if you do not actually access the information or documents on our Fundify Website. This consent will be effective immediately and will remain in effect unless revoked by you, as described in Section 23 below.

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You agree to keep a working email address and will update your account information immediately if your email address or other contact information changes. If you do not maintain an email address that is working and accessible to us, and we believe we are required to provide you with paper notice or documents of particular matters or actions, and we do so, we may charge you the cost of such delivery. You acknowledge that you may incur costs (such as online service provider charges or printing costs) associated with the electronic delivery of information to you. To view PDF files, you will need to download the Adobe Acrobat Reader, which is provided for free from Adobe.
Any notice given to you in connection with this Agreement will be deemed delivered if personally delivered or sent by (i) U.S. mail, certified or registered, or overnight courier, postage prepaid with return receipt request, and addressed, if to you, at the address indicated in your Fundify Account information, or (ii) electronically to the address to which your Fundify Account communications are sent or (iii) posted to the Fundify Platform or Fundify Website.

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14. TERMS OF USE.

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You acknowledge receipt of the Terms of Use available through the Fundify Website, which apply to the Fundify Platform and your use of the Services contemplated hereunder, and agree to adhere to the Terms of Use.
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15. ASSIGNMENT OF AGREEMENT.
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You may not assign your rights or obligations under this Agreement without the prior express written consent of Fundify. Fundify shall not assign (within the meaning of the Advisers Act) its rights or obligations under this Agreement without your consent, provided, however, that you will be deemed to have consented to an assignment if you do not object to such assignment within 30 calendar days of being notified through the Fundify Platform or by email of any intent of Fundify to assign such rights or obligations. You further agree that any reorganization, restructuring, or other transaction affecting the ownership of Fundify will not be deemed to be an assignment (within the meaning of the Advisers Act) of this Agreement, so long as such reorganization, restructuring, or transaction does not result in a change of actual control or management.
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16. MISCELLANEOUS.
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Client understands that Fundify is licensed/registered with all of the appropriate regulatory jurisdictions that Fundify believes it has a duty to be licensed/registered.

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Headings in this Agreement are descriptive and for convenience only and shall not be construed as altering the scope of the rights and obligations created by this Agreement. Defined terms shall have their assigned meanings wherever used in this Agreement regardless of whether defined in this Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word “including” shall be construed as introducing examples of a category without limiting such category and shall, therefore, be construed as if the word “including” were replaced with the phrase “including but not limited to” or “including without limitation.”
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No course of dealing between you and Fundify, nor any delay by Fundify in exercising any rights or remedies hereunder, shall be deemed to be a waiver of any such rights or remedies. Any waiver of such rights or remedies shall not be construed as a waiver of any other right or remedy. Any right or remedy may be exercised as often as Fundify may determine in its sole discretion, and a waiver granted on one occasion shall not be construed as applying to any other occasion.
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If any provision of this Agreement is deemed invalid, unenforceable, or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement will be considered divisible as to such provision, and such provision will be inoperative in such state or jurisdiction. The remaining provisions of this Agreement will be valid, binding, and of full force and effect as though such provision was not included. Without limiting the foregoing, if any portion of the Arbitration Agreement set forth below is invalidated, such invalidation shall not invalidate the remaining portions of the Arbitration Agreement.
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17. GOVERNING LAW.
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Except to the extent that it is preempted by federal law, the law of the State of Delaware (without regard for conflicts of law principles) will govern the construction, validity, and administration of this Agreement. However, nothing in this Agreement will be construed contrary to the Advisers Act. This Agreement will be governed by and construed in accordance with the laws of Delaware. Any action, suit, or proceeding arising out of, under, or in connection with this Agreement seeking an injunction or not otherwise submitted to arbitration pursuant to this Agreement will be brought and determined in the appropriate federal or state court in the state in which Fundify’s principal office is located at the time and in no other forum. The parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and agree to take any and all action necessary to submit to the jurisdiction of such courts in any such suit, action or proceeding arising out of or relating to this Agreement. No failure by us to exercise any right, power, or privilege will operate as a waiver thereof. No waiver of any breach of this Agreement by you will be deemed to be a waiver of any subsequent breach.
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18. ARBITRATION AGREEMENT.
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THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. BY ENTERING INTO THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

• ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED;
• ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED;
• THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS;
• THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD EXCEPT IN VERY LIMITED CIRCUMSTANCES;
• THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY;
• THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION; AND
• THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

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THIS ARBITRATION PROVISION SHOULD BE READ IN CONJUNCTION WITH THE DISCLOSURES IN THIS AGREEMENT. ANY AND ALL CONTROVERSIES, DISPUTES OR CLAIMS BETWEEN FUNDIFY AND THE CLIENT OR THEIR REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, OR CONTROL PERSONS, ARISING OUT OF, IN CONNECTION WITH, FROM, OR WITH RESPECT TO (a) ANY PROVISIONS OF OR THE VALIDITY OF THIS AGREEMENT OR OTHER AGREEMENTS RELATING TO YOUR PARTICIPATION IN THE PROGRAM, (b) THE RELATIONSHIP OF THE PARTIES HERETO, OR (c) ANY CONTROVERSY ARISING OUT OF FUNDIFY'S BUSINESS OR THE CLIENT'S FUNDIFY ACCOUNT (COLLECTIVELY, "CLAIMS"), SHALL BE CONDUCTED SOLELY BY ARBITRATION PURSUANT TO THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION.
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ARBITRATION MUST BE COMMENCED BY SERVICE OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE UPON THE OTHER PARTY. THE DECISION AND AWARD OF THE ARBITRATOR(S) SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES, AND ANY JUDGMENT UPON ANY AWARD RENDERED MAY BE ENTERED IN A COURT HAVING JURISDICTION THEREOF, AND NEITHER PARTY SHALL OPPOSE SUCH ENTRY. ANY SUCH ARBITRATION SHALL BE HELD IN THE CITY AND STATE WHERE FUNDIFY'S PRINCIPAL OFFICE IS LOCATED AT THE TIME SUCH ARBITRATION IS COMMENCED.
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THE PARTIES AGREE THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS, AND THE CLIENT EXPRESSLY WAIVES ANY RIGHT TO BRING A CLASS ACTION LAWSUIT OR ARBITRATION AGAINST FUNDIFY OR ITS REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, OR CONTROL PERSONS WITH RESPECT TO ANY CLAIMS.
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Notwithstanding the foregoing or anything to the contrary in this Agreement, in no way shall this Agreement constitute a waiver or limitation of rights that the Client may have under federal or state securities laws to pursue a remedy by other means if and to the extent such laws guaranty such right to the Client and do not permit the waiver thereof.
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19. ELECTRONIC DELIVERY OF DOCUMENTS.
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The Services are electronically based. By accepting this Agreement when you click “I Agree,” we are obtaining your informed consent to electronic delivery of all notices and communications relating to your Fundify Account to an e-mail address that you provided. This includes all notices, disclosures, regulatory communications (including privacy notices), and other information, documents, data, and records regarding your Fundify Account (“Account Communications”).
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You may revoke your consent to electronic delivery of Account Communications by providing notice in accordance with Section 16 of this Agreement, and such revocation will be effective upon successful completion of its processing by Fundify. You understand that if you revoke or restrict your consent to electronic delivery of Account Communications or request paper delivery, Fundify, at its discretion, may (i) terminate this Agreement and/or close your Fundify Account or (ii) charge you for the cost of the delivery of Account Communications that would otherwise be delivered to you electronically. Neither your revocation of consent to electronic delivery, your request for paper delivery, nor Fundify’s delivery of paper copies of Account Communications will affect the legal effectiveness or validity of any electronic communication provided while your consent was in effect. All e-mail notifications of Account Communications will be sent to your e-mail address of record. You acknowledge that the Internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. Due to security risks, you will not send any sensitive information, such as account numbers or passwords, in an unencrypted email.
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E-mails on rare occasions may fail to transmit properly. You agree that, solely for your records, you can download and save or print the Account Communications you receive via electronic delivery.
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This consent is effective upon the execution of this Agreement and will remain in effect unless and until you revoke your consent to electronic delivery. You understand that it may take up to three (3) business days to process a revocation of consent to electronic delivery, and you may receive electronic notifications in the interim.
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Potential costs associated with electronic delivery of Account Communications include charges from Internet access providers and telephone companies, and such charges are borne solely by you. Fundify does not charge additional online access fees for receiving electronic delivery of Account Communications. You understand that to receive electronic deliveries, you must have Internet access, a valid e-mail address with sufficient storage space, the ability to download documents as Fundify may specify and to which you have access, and a printer or other device to download and print or save any information you may wish to retain.
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You acknowledge that you have, and will continue to have and maintain, Internet access and a valid e-mail address with characteristics as described in this paragraph, and that you are able to receive electronic deliveries as set forth herein. Fundify will notify you of any changes in the hardware and software requirements needed to access electronic records covered by this consent.
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You hereby agree that you have carefully read the above information regarding informed consent and fully understand the implications thereof. You hereby agree to the conditions outlined above concerning the electronic delivery of Account Communications. If your e-mail address changes, you agree to notify Fundify of your new e-mail address immediately in writing in accordance with the notice provisions of this Agreement.
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20. ELECTRONIC SIGNATURES.
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Your intentional action in electronically signing this Agreement is valid evidence of your consent to be legally bound by this Agreement. The use of an electronic version of any documents fully satisfies any requirement that they be provided to you in writing.
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You are solely responsible for reviewing and understanding all of the terms and conditions of these documents. You accept as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, notice by electronic means, including, the posting of modifications to this Agreement on the Fundify Platform. The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic, and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form.
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You agree to not contest the admissibility or enforceability of Fundify’s electronically stored copy of the Agreement in any proceeding arising out of the terms and conditions of the Agreement. If more than one individual has electronically signed this Agreement, your obligations under this Agreement will be joint and several.
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By clicking the “I Agree” button, you acknowledge that you (on your own behalf and any joint accountholder’s behalf):

1. agree to arbitrate any controversies that may arise under this Agreement;
2. have reviewed the Portfolio relating to your Fundify Account and agree to, and accept, the contents of the Portfolio and it is incorporated herein by reference;
3. have read, understand, and agree with all of the terms and conditions set forth in this Agreement;
4. have (i) received and read Fundify’s Disclosure Brochure and Relationship Summary and (ii) received a copy of Fundify’s Privacy Policy; and
5. understand that clicking “I Agree” is the legal equivalent of manually signing this Agreement, and that you will be legally bound by its terms and conditions.
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