April 22, 2024

You (“you,” “your,” or the “Client“) are entering into this investment advisory agreement (this “Agreement”) with UNest Advisers, LLC, a Delaware limited liability company and internet investment adviser registered with the U.S. Securities and Exchange Commission (“UNest,” “we,” “us,” or “our“), for the benefit of a beneficiary child (the “Child“). This Agreement will govern the terms and conditions upon which we will provide you with the investment advisory and other services described in this Agreement. This Agreement is effective as of the date which you electronically sign this Agreement (the “Effective Date“).

  1. Defined Terms.

    As used in this Agreement, the following terms will have the meanings set forth in this Section 1:

Account” means, in the context of the Program, the UGMA or UTMA or brokerage account, as applicable, at UNest Securities established in your name for the benefit of the Child, the Assets of which are managed through the Program.

Assets” include, without limitation cash, stocks, bonds, mutual funds, exchange-traded funds, money market funds, other financial instruments and related contracts and other investment assets, whether certificated or uncertificated and whether for present or future delivery, and all rights and entitlements thereto. Assets includes the securities and other property and the proceeds thereof currently or in the future held, carried, maintained by or in the possession or control of the Clearing Broker or any of its affiliates or agents for any purpose.

Clearing Broker” means Apex Clearing Corporation, a New York corporation and broker-dealer registered with the SEC and FINRA, or such other third party as UNest Securities may engage to provide clearing services.

Crypto” means cryptocurrency, coins, tokens, smart contracts or any other form of digital assets.

Crypto Platform” means Apex Crypto, LLC, a Delaware limited liability company, or such other third party as UNest Crypto may engage to provide cryptocurrency trading and custody services.

Enrollment Forms” means the application that you prepare and submit through the UNest App for purposes of setting up an Account, and as part of which you consent to the terms and conditions of this Agreement and our Membership Terms (available at https://www.unest.co/legal/).

FINRA” means the Financial Industry Regulatory Authority.

Investment Criteria” means any investment criteria that you specify through the UNest App, including, without limitation, your risk tolerance, a Child’s age and investment time horizon.

Linked Bank Account” means the bank account that you provide to us in connection with the Enrollment Forms or through the UNest App.

Portfolio Strategy” means the investment portfolio strategy and target Asset allocation associated therewith designed to pursue your stated Investment Criteria. Portfolio strategies range from conservative to aggressive and include a select number of socially responsible, or “ESG,” strategies.

Program” means the wrap fee program through which UNest offers discretionary investment advisory services. Program also includes the brokerage and other services that UNest may arrange for the Client through UNest Securities and the Clearing Broker. For the avoidance of doubt, the Program does not include any cryptocurrency trading or custody services that UNest may arrange for the Client through UNest Crypto and the Crypto Platform.

SEC” means the U.S. Securities and Exchange Commission.

UGMA” means Uniform Gifts to Minors Act.

UNest App” means the collection of tools, features, inputs, and other controls within the UNest mobile application which are provided to establish and manage your Account and access UNest’s services.

UNest Crypto” means UNest Crypto, LLC, a Delaware limited liability company and affiliate of UNest, through which UNest offers certain cryptocurrency services.

UNest Holdings” means UNest Holdings, Inc., a Delaware corporation and affiliate of UNest.

UNest Membership” includes access to (i) one or more investment Accounts, (ii) the Program through the UNest App or UNest Website, as applicable, (iii) the additional non-advisory products and services through UNest Crypto or other third-party providers, and (iv) any additional services or features that UNest may in the future add to the membership.

UNest Securities” means UNest Securities, LLC, a Delaware limited liability company, affiliate of UNest and a broker-dealer registered with the SEC and FINRA.

UNest Website” means any website operated by or on behalf of UNest and any web-based content, functionality, applications or services offered on or through the website.

UTMA” means Uniform Transfers to Minors Act or Universal Gifts to Minors Act

  1. Scope of Services.

    Subject to the terms and conditions of this Agreement, and based solely on the information and preferences that you make available to us through the UNest App, we will provide you with discretionary advisory services with respect to your Account and participation in the Program, including, without limitation, the selection of investments designed to align your Account holdings with your chosen Portfolio Strategy.

  1. Account Requirements.

    (a) You may open a tax-advantaged UGMA or UTMA Account in your name, as custodian, for the benefit of a Child, however, if you do not provide a Child’s social security number, the Account will be opened as a non-tax advantaged brokerage account in your name, and which will still be subject to all of the terms and conditions of this Agreement. If you do not provide a Child’s social security number within 12 months of the opening of the Account, we reserve the right, in our sole discretion, to close the Account and return any funds to the linked funding source, in which case you will be liable for any potential tax consequences.

When a beneficiaries social security number is entered:

  1. A UTMA/UGMA will be opened for the beneficiary, based on the state the customer listed during onboarding.
  2. Funds will be either directly transferred from the brokerage account to the UTMA/UGMA in whole or liquidated, and the proceeds transferred to the UTMA/UGMA.
  3. The custodian is responsible for any tax consequences regarding the transfer (in kind or in cash).

UNest reserves the right to change this process but will let the customer know of such changes before the process begins.

(b) The minimum initial and subsequent Account deposit is $25.00. There is no minimum Account size to remain in the Program, however, we reserve the right, in our sole discretion, to terminate inactive Accounts, Accounts with $0.00 balances, or Accounts that have not provided specific Account holder details for a period of 30 days or more.

  1. Rebalancing; Dividend Reinvestment.

    We may rebalance your Account at any time, and from time to time, in our sole discretion, including, without limitation, to align your Account holdings with your chosen Portfolio Strategy, in response changes in the information and preferences that you provide to us through the UNest App, or in response to changes in the types of Assets that we offer through the Program. You agree to have all dividends in your Account automatically reinvested in accordance with your chosen Portfolio Strategy. You acknowledge that it may not be possible to have dividends immediately reinvested when paid, and that UNest will not be responsible for any difference in market price between the time a dividend is paid and the time that it is reinvested.

  2. Membership Fees.

      (a) You will be charged a flat wrap fee (the “Membership Fee“) for the services provided through the Program. If you sign up for a UNest Membership, you can choose between a monthly membership where your Membership Fee will be $4.99 per month or an annual membership where your Membership Fee will be $39.99 per year. The Membership Fee is generally deducted from your Linked Bank Account or identified payment source, however, if you have not identified a Linked Bank Account or there are insufficient funds in your Linked Bank Account, we may deduct the Membership Fee from your Account.

      (b) The Membership Fee is paid to our affiliate, UNest Holdings, however it includes all fees covering your participation in the Program, including fees for advisory services, execution (except for incidental costs such as wire transfer fees or bank charges imposed by your banking institution or fees charged by our Clearing Broker), and account reporting in addition to other features and services provided on the UNest App or UNest Website through affiliated entities. The Membership Fee does not include fees charged by investment vehicles offered through the Program, including, without limitation, service fees, ETF fees and other operating fees of a fund.

      (c) The Membership Fee will be deducted from your Linked Bank Account or identified payment source, however, if there is no Linked Bank Account, or insufficient funds in the Linked Bank Account, we may deduct the Membership Fee from your Account.

      (d) We reserve the right, with prior written notice, to adjust the Membership Fee.

  3. Power of Attorney.

    In order to enable us to provide you with the services described in this Agreement, you hereby appoint UNest as your agent and attorney-in-fact with full power and authority to do and perform each thing necessary in connection with the services as if you were doing them personally, including, but not limited to, the authority to access and provide your personal information to Account providers and their proper agents, to receive confirmations and statements, initiate contributions, discretion as to all investment decisions and to perform all investment option changes, make qualified withdrawals, inquire, and have access to your Account. Notwithstanding the foregoing, we are not authorized to change the Account owner, add, change or delete banking instructions, or transfer or roll assets out of your Account without your prior consent. This power of attorney is coupled with an interest and will terminate only upon termination of this Agreement or on receipt by us of written notice of your death or incapacity.

  4. Proxies.

    You are responsible for all decisions concerning the voting of proxies, and UNest will not give any advice or take any action with respect to proxies unless required by applicable law. UNest will not render legal advice or take legal action on your behalf with respect to securities that become the subject of legal proceedings, such as bankruptcy proceedings or class actions. You are solely responsible for:

    1. (a) directing the manner in which proxies are voted; and
    2. (b) making all elections relating to mergers, acquisitions, tender offers, bankruptcy proceedings and all other such events pertaining to your securities.

  5. Interruptions of Access.

    You understand that we cannot guarantee that access to the UNest App or UNest Website will be available all the time. We reserve the right to suspend access to the UNest App and UNest Website, without prior notice, for scheduled or unscheduled system repairs or upgrades. Further, access the UNest App, UNest Website and your Account may be limited or unavailable due to, among other things, market volatility, peak demand, systems upgrades, maintenance, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure.

  6. Client Representations and Warranties.

    You hereby represent and warrant to UNest that:

    1. (a) You understand that we do not provide investment advisory services over the phone or in person and you consent to receive investment advice entirely over the internet through the UNest App.
    2. (b) You understand that you will not be entitled to transact in or hold investments in your Account, other than investments selected by UNest that are designed to align your Account holdings with your chosen Portfolio Strategy.
    3. (c) You understand that the information that you provide through the UNest App, including as part of the Enrollment Forms, is incorporated into this Agreement, and you further represent and warrant that such information, and any other information provided to UNest or its affiliates in connection with the services to be provided under this Agreement, is accurate, complete and up to date. You agree to promptly notify us of any change to information previously provided to us and you agree to indemnify and hold us and our affiliates harmless from and against any and all losses arising out of or relating to your failure to provide accurate, complete and up to date information.
    4. (d) You represent and warrant that the funds deposited into your Account are or will be derived from lawful activities and sources.
    5. (e) You authorize us to receive confirmations and statements, initiate contributions, perform investment option changes, make qualified withdrawals, inquire, and have access to your Account.
    6. (f) You confirm receipt of our Form ADV Part 2A brochure and Part 2B brochure supplement, available here: UNest Wrap Fee Brochure, our Form CRS available here: UNest Form CRS, and our Privacy Policy, available here: UNest Privacy Policy.
    7. (g) You consent to the electronic delivery of all written notices, documents and other information (including our Form ADV Part 2A brochure and Part 2B brochure, Form CRS, Privacy Notice and any account disclosure documents) to you either through the UNest App, UNest Website or to the email address that you provided to us through the UNest App. You are responsible for maintaining a valid email address and any software and hardware necessary to receive, read and send email, and for promptly notifying us of any changes to your email address.
    8. (h) You understand that we do not provide tax, legal or other professional guidance, and that if you desire such advice you must obtain it prior to making any investments.
    9. (i) You understand that investments available through the Program are:
      1. not insured by the Federal Deposit Insurance Corporation (“FDIC”);
      2. not a deposits or other obligations of, or guaranteed by, any bank or governmental agency; and
      3. subject to investment risks, including possible loss of the principal amount invested. You represent that you are aware of and willing to assume risks involved with investing in the Assets pursuant to the Program.
    10. (j) You understand that the types of Assets that we offer through the Program are limited in nature and may only contain certain types of securities (such as exchange traded funds) and not a broader selection of Assets.
    11. (k) You understand and agree that we do not guarantee investment performance, and represent that, in deciding to open your Account, you have determined that our services are appropriate for you, taking into consideration all factors that you deem relevant, including without limitation the terms and conditions of the Program, the discretionary nature of the services, your anticipated need for investment advice, and the costs and potential benefits of the Program as compared to traditional brokerage services.
    12. (l) You understand that if you have not identified a Linked Bank Account, or there are insufficient funds in your Linked Bank Account, we may liquidate Assets in your Account to cover the Membership Fee. You understand that in addition to the Membership Fee, the Account may be subject to any transaction fees and Asset fees and expenses, and that those fees and expenses are generally disclosed in the disclosure documents related to the Assets. You also understand that, even though we do not receive those fees and expenses, your Account’s investment returns will be reduced by those fees and expenses.
    13. (m) You understand that if you sign up for a UNest Membership and access additional non-advisory products and services through the UNest website or UNest App or UNest Website, such as UNest Crypto and the Crypto Platform, that these services are not offered by us and separate terms and conditions will apply.
    14. (n) You agree to provide us with any additional information and complete any additional documentation that may be necessary to verify your identity.
    15. (o) You understand that at any time, and from time to time, in our sole discretion, we may (i) change our technologies and support services, (ii) change the Assets we offer, and (iii) implement a minimum increase to the minimum initial and subsequent Account deposits or implement a minimum Account size.
    16. (p) You understand that we will use UNest Securities as the broker-dealer of record for your Account and to execute trades on your behalf, and the Clearing Broker to hold the funds and securities in your Account. You also understand that the Clearing Broker charges additional fees for its services, as provided in Appendix A.
    17. (q) You understand that Section 23 of this Agreement contains a binding arbitration clause and you acknowledge that you have read such arbitration clause prior to executing this Agreement.
  7. Limitation of Liability; Indemnification.

    1. You understand that, to the fullest extent permitted by applicable law, neither UNest, UNest Crypto, UNest Holdings, UNest Securities nor their respective officers, directors, members, employees, personnel, services providers, agents or affiliates (collectively, the “UNest Parties“), will be liable to you for any losses that you may experience as a result of entering into this Agreement, including, without limitation, losses caused by any error of judgment or mistake of law, any act or omission in advising or administering your Account or in the performance of the UNest Parties’ duties under this Agreement or any related agreement, except for losses caused by willful misfeasance, bad faith, or gross negligence. You also understand that in no event will the UNest Parties be responsible or liable, whether in contract, warranty, tort (including negligence), or otherwise, for any indirect, special, incidental, exemplary, liquidated, or punitive damages. Notwithstanding the foregoing, nothing contained in this Section 10(a) or elsewhere in this Agreement shall constitute a waiver by you of any of your legal rights under applicable U.S. federal securities laws or any other laws whose applicability may not be contractually waived.
    2. You understand that the Account should be considered a long-term investment, and changes to the Account (such as choosing different Portfolio Strategies) should not be expected to be implemented on any particular timing, even if market events or other occurrences suggest urgency. You agree that you will, or will cause the Account to, indemnify the UNest Parties for and to hold them harmless from any loss, claim, or dispute that may arise out of any inaccurate personal or other information that you provide us in connection with this Agreement, in the Enrollment Forms or during the Account opening process, in updating the Account information, out of any action relating to any tax liabilities to which the Account may become subject, and out of any damage to the UNest App, UNest Website or otherwise due to malware, viruses, cybersecurity breaches, or other harm arising due to you accessing or using of the UNest App or UNest Website.
  8. Third-Party Bank Authorization Provider.

    We use Plaid Inc. (“Plaid“), a third-party service provider, for bank authorizations in connection with your Linked Bank Account. The login credentials to your Linked Bank Account will not be accessible to us through Plaid. Plaid takes deliberate steps designed to protect end user information in their possession. These steps include maintaining information security controls such as data encryption, firewalls, logical and physical access controls, and continuous monitoring. These controls are regularly evaluated for effectiveness against industry standards internally and by independent security auditors. For additional information about the security and privacy policies of Plaid please visit: plaid.com/safety and plaid.com/legal. You hereby authorize us to use account and routing numbers obtained by Plaid, as required on your Enrollment Forms, to open your Account. Use may vary by Account and can be transferred to the Enrollment Forms as needed in either physical or digital form. If there are any changes made to your Account via Plaid or directly with us, you will submit to us proof of Account ownership in the form of bank statement (or other documentation that we may request) before any additional deposits or withdrawals can be made to the Account. Any deposits made to the Account may be subject to a holding period of no less than 30 days before withdrawals on the Account can be made.

  9. UNest Referral Agreement. By agreeing to the Advisor Agreement, you are agreeing to the UNest Referral Program. By participating in the UNest Referral Program, you are agreeing to the following:

    1. (a) Definitions.
    2. When the following capitalized terms are used above or below in this Agreement, the following definitions apply:

      ACT means the Investment Advisers Act of 1940, as amended. The Act is in the U.S. Code at 15 U.S.C. §§80b-1.

      BROCHURE means the Wrap Fee Program Brochure that UNest files with the SEC on Part 2A of Form ADV and is available at: https://www.unest.co/adv/

      CUSTODIAN refers to the financial institution that is holding your securities.

      INITIAL SHARES means the shares that are purchased and held at Custodian that a Referred Client purchases with the Minimum Amount.

      MINIMUM AMOUNTrefers to the minimum amount you must deposit in order to open a UNest account. UNest requires referred clients to enroll in a recurring plan with at least $25 in securities purchased per month (“Minimum Investment Amount”).

      POTENTIAL NEW CLIENT means an individual (i) whom a Referring Client invites to open an UNest Account and (ii) who has never opened an UNest Account before being invited by the Referring Client to open a UNest Account

      REFERRED CLIENT means a Potential New Client who has (i) entered into an Advisor Agreement with UNest and (ii) been accepted (and not rejected) by the Custodian as a customer.

      REFERRAL means the invitation of a Potential New Client to open a UNest Account by a Referring Client using the links UNest provides in the Application for Referrals.

      REFERRING CLIENT means a current, funded client of UNest who has entered into the Advisor Agreement and decides to make Referrals. In addition, this agreement uses the terms “you,” “your,” or “yours” to mean a Referring Client or a Referring Client’s.

      REWARD AMOUNT means the referral incentive amount as indicated in the relevant referral promotion, not to exceed $1,000 over a 12-calendar month period.

      REWARD DATE means the date when UNest credits Reward Shares earned by a Referring Client in accordance with the terms and conditions of this Agreement to the Referring Client’s UNest Account.

      REWARD SHARES are shares earned when a Referred Client enters into an Advisor Agreement with UNest and deposits the Minimum Amount into their UNest account.

      RULES means the SEC’s rules under the Act. The SEC’s rules under the Act are in the Code of Federal Regulations at 17 C.F.R. Part 275.

      The UNest referral program is open to all United States legal residents or citizens that currently reside in the United States. Exceptions are made for active Armed Services personnel that maintain a U.S. address and are temporarily overseas in connection with their service.

      UNest Advisers, LLC (“UNest”) is an investment adviser registered with the U.S. Securities and Exchange Commission. Referring Client means an investment advisory client of UNest who has entered into the UNest Advisor Agreement and decides to make referrals. In addition, this agreement uses the terms “you,” “your,” or “yours” to refer to a Referring Client.

      This Agreement is by and among UNest and each Referring Client subject to the terms and conditions of this Agreement.

      By participating in the UNest Referral Program, you acknowledge and agree that you are a Referring Client and that you will have the rights of a Referring Client under this Agreement and be bound by the terms and conditions of this Agreement, including without limitation all of a Referring Client’s obligations, duties, covenants, undertakings, representations, and warranties below. This Agreement contains a pre-dispute arbitration in Section 12(c)(viii).

    3. (b) Reward Shares for Referrals
    4. After each Referred Client you invited to open an UNest Account deposits the Minimum Investment Amount and maintains the Initial Shares in an UNest Account for the minimum time of 60 days, UNest will credit your UNest Account with the amounts and types of Reward Shares that correspond to your Selected Portfolio and are collectively worth the Reward Amount at the time shares are purchased on the Reward Date, up to $1,000 over a 12-calendar month period. You acknowledge and agree that, notwithstanding anything else in this Agreement or the Advisor Agreement, you shall not be entitled to any Reward Shares for a Referral (i) unless and until the Potential New Client is accepted as a Referred Client; (ii) unless and until the Referred Client invests the Minimum Investment Amount and maintains the Initial Shares in their UNest Account for at least the minimum time of 60 days; (iii) if UNest determines at its sole discretion that you have breached any term, condition, obligation, duty, covenant, undertaking, representation or warranty in this Agreement (see Section (c) below on Compliance, and (iv) unless you invite a client using the links UNest provides in the Application for Referrals. UNest, at its sole discretion, may make certain promotions with different Reward Amounts available to other UNest users or prospective users. These promotions, unless offered to you, shall have no bearing whatsoever on your Agreement or relationship with UNest.

      Third-Party Rewards

      UNest determines at its sole discretion that you have breached any term, condition, obligation, duty, covenant, undertaking, representation, or warranty in this Agreement. In addition to the third party’s terms for rewards, you must keep an open account for 60 days to receive the reward.

    5. (c) Compliance
    6. In connection with your participation in the Referral Program, you agree to the restrictions listed below.

      1. No spam. You agree that you will not “spam” anyone with Referrals to join UNest either by mass emailing, use of automated systems, bots, or automatic dialers and to not post Referral links on websites or event or venue pages without express consent from the owner. You agree to not engage in any device or scheme that results in “spam.”
      2. No misrepresentations. You agree that you will not attempt to mislead anyone in connection with the Referral Program. This includes, but is not limited to, creating fake accounts, profiles, links, or messages.
      3. No prohibited content. You agree that you will not use any defamatory, offensive, abusive, or obscene content in connection with UNest. This includes, but is not limited to, content that violates someone else’s privacy or harassing content.
      4. No fraudulent activity. You agree not to defraud or abuse, or attempt to defraud or abuse, anyone in connection with the Referral Program. You agree to not engage in any activity that may be fraudulent, deceptive, or manipulative.
      5. No misuse of UNest’s content. You agree not to sell UNest Referral links or create websites, email addresses, or social media with UNest’s name, images, or content. UNest’s content is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject UNest or any of UNest’s products or services to any authorization, registration, licensing or notification requirements within any jurisdictions outside those jurisdictions in which UNest and its affiliates are licensed to operate. Violation of any of these restrictions may result in termination of your eligibility to participate in the Referral Program and may deny you any Referrals earned in violation or suspected violation of these restrictions at UNest’s sole discretion.
      6. UNest’s Registration. UNest represents and warrants to you that it is registered with the SEC under the Act as an investment adviser.
      7. Legal and Regulatory History. You represent and warrant to UNest that you are not a person: (A) subject to an SEC order issued under section 203(f) of the Act, or (B) convicted within the previous ten years of any felony or misdemeanor involving conduct described in section 203(e)(2)(A) through (D) of the Act, or (C) who has been found by the SEC to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of section 203(e) of the Act, or (D) is subject to an order, judgment or decree described in section 203(e)(4) of the Act.
      8. Dispute Resolution, including Pre-Dispute Arbitration Clause. The arbitration provisions of the Advisor Agreement, which you, as a Referring Client, have already entered into, shall apply to this Agreement to the same extent as they apply to the Advisor Agreement. All controversies that may arise between you and UNest or between you and the Custodian concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any account, order, or transaction, or the continuation, performance, interpretation, or breach of this, the other Agreements, or any other agreement between you and UNest or the Custodian, whether entered into or arising before, on, or after the date this account is opened) shall be determined by binding arbitration through the Financial Industry Regulatory Authority (“FINRA”). You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction. No person shall bring a punitive or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Advisor Agreement except to the extent stated herein.
      9. Termination. You may terminate this Agreement at any time by notifying UNest in writing at support@unest.co that you no longer desire to make Referrals or to receive Reward Shares for Referrals. Upon termination, you will no longer be a Referring Client. UNest may terminate this Agreement at any time by notifying you at the email you have provided UNest in connection with your UNest Account. If UNest terminates this Agreement and you have not breached this Agreement, UNest will credit your Account with any Reward Shares you had earned from Referrals in which the Referred Client has, before we notified you that we terminated this Agreement with you, maintained the Initial Shares in the Referred Client’s UNest Account for the Minimum Time.
      10. Miscellaneous. The provisions of the Advisor Agreement, which you, as a Referring Client, have already entered into, shall apply to this Agreement to the same extent as they apply to the Advisor Agreement.

      By participating in the UNest Referral Program, you undertake to perform your duties under this Agreement in a manner consistent with this Agreement, any and all of UNest’s instructions to you, and the provisions of the Act and the Rules. You agree to seek guidance promptly from UNest if you are in doubt about what the Act or the Rules allow or do not allow you to say or do in connection with Referrals.

  10. Binding Agreement; Amendments.

    1. (a) You represent and warrant that you have full power and authority to enter into and perform your obligations under this Agreement; that this Agreement has been duly authorized, executed, and delivered by you; that you understand that this Agreement creates a legal, valid, and binding obligation, enforceable against you in accordance with its terms; that the terms of this Agreement do not violate any other obligation by which you are bound, whether arising by contract, operation of law, or otherwise.
    2. (b) You understand that this Agreement may be amended from time to time and that any amendments to this Agreement will be delivered electronically by posting on the UNest Website and the UNest App. You agree to check the UNest Website and UNest App for any amendments to this Agreement. You also understand that by maintaining your Account and continuing to use the services, you are accepting all terms and conditions of any amendment.
  11. Termination.

    We may terminate this Agreement at any time by emailing you written notice of termination. You may terminate this Agreement without penalty upon 60 days’ prior written notice to us. If termination is effective on a date other than the last day of a month, we will refund the pro rata portion of any unearned Membership Fee.

  12. Lien and Right of Set-Off.

    You hereby grant us and our affiliates a lien, a continuing and perfected security interest in, and a right of set-off for the discharge of any fees, monies or other obligations owed to UNest, UNest Securities, the Clearing Broker or any of their respective affiliates or service providers, whether now existing or arising upon and against all Assets, deposits, credits, and other property in the possession, custody, safekeeping or control of the Clearing Broker, or any entity acting at the direction of UNest or in transit to any of them.

  13. Assignment.

    Neither you nor UNest may assign this Agreement (as “assignment” is defined for purposes of the Investment Advisers Act of 1940) without the prior consent of the other party. In the event of an assignment of this Agreement by UNest, or a deemed assignment due to a change in control of UNest, UNest agrees to provide you with at least 30 days’ notice, and you agree that, if you continues to accept services under this Agreement after such notice, that shall constitute your consent to the assignment for all purposes.

  14. Survival.

    You understand that Section 10 (Limitation of Liability; Indemnification), Section 15 (Lien and Right of Set-Off) and Section 23 (Binding Arbitration), will survive the termination of this Agreement.

  15. Electronic Execution.

    The words “execution,” “signed,” “signature,” and words of like import, in this Agreement or any click-through display shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act.

  16. Confidentiality.

    UNest and you each agree that all information and advice furnished by either party to the other pursuant to this Agreement shall remain confidential and shall not be disclosed to any third parties except as otherwise provided in our Privacy Policy Notice, as agreed in writing by you and us, or as may be permitted or required by law.

  17. Miscellaneous.

    The enforceability or validity of any section, paragraph, or provision of this Agreement shall not affect the enforceability or validity of the balance of this Agreement. A party’s failure to insist at any time on strict compliance with this Agreement or with any of the terms of the Agreement or any continued course of such conduct on its part will not constitute a waiver by it of any of its rights or privileges.

  18. Entire Agreement; Counterparts; Governing Law.

    This Agreement and undertakings set forth herein constitute the entire agreement between you and UNest with respect to the investment and management of your Account. Headings used in this Agreement are for convenience only and will not affect the construction or interpretation of any of the provisions of this Agreement. Each of the provisions of this Agreement is severable, and the invalidity or inapplicability of one or more provisions, in whole or in part, shall not affect any other provision. This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware.

  19. Supersedes Prior Agreements.

    This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between You and UNest regarding the investment advisory services provided by UNest including but not limited to any terms previously described in the Program Agreement.

  20. BINDING ARBITRATION.

    1. (a) REQUIRED ARBITRATION DISCLOSURES. This Agreement contains a predispute arbitration clause. By executing an arbitration agreement, you and UNest each agree as follows:
      1. Each party is giving up the right to sue the other in court, including the right to a trial by jury, and the right to litigate on a class basis, except as provided by the rules of the arbitration forum in which a claim is filed.
      2. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
      3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
      4. The arbitrators do not have to explain the reasoning for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
      5. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
      6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
      7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
    2. (b) You agree to resolve by binding arbitration any controversy that may arise between the UNest Parties and you relating in any way to this Agreement, you relationship with the UNest Parties, or any service provided by the UNest Parties to you. This arbitration agreement includes any controversy involving the performance, construction, or breach of this Agreement or any other written agreement between UNest and you.
    3. (c) Any arbitration will be conducted before FINRA and in accordance with the arbitration rules and regulations then in effect at FINRA. Any party may initiate arbitration by filing a written claim with FINRA. If arbitration before FINRA is unavailable or impossible for any reason, then such arbitration will be administered by JAMS in accordance with the rules and policies of JAMS then in effect. The arbitration will be conducted by a single, neutral arbitrator, which arbitrator will possess the requisite education and expertise in respect of the matters to which the dispute relates and shall have no less than five years’ experience in arbitrating complex business arrangements.
    4. (d) Any award of the arbitrator will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys’ fees or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.
    5. (e) To the fullest extent permitted by applicable law, the parties agree that each may assert claims against the other only in an individual capacity, and not as a class representative or class member in any putative class action, representative action, or class-wide arbitration. The parties agree that no individual claims in arbitration shall be consolidated or combined without the consent of all parties.
    6. (f) You make this arbitration agreement on behalf of yourself, the Child, and your respective heirs, administrators, representatives, executors, successors, assigns and all other persons claiming a legal or beneficial interest in the Account.
Appendix A

ACH Notice of Change/Correction $5.00
Check Copies $15.00
Limited Partnerships / Private Placements $250.00
Manual Account Opening Fee (non-API) $15.00
Outgoing Account Transfers $75.00
Outgoing Wire Transfers (Domestic) $25.00
Outgoing Wire Transfers (Foreign) $45.00
Overnight Mail – Domestic (per request) $50.00
Overnight Mail – International/Canada (per request) $100.00
Paper Check Draft/regular mail – domestic $5.00
Paper Check Draft/regular mail – international $10.00
Paper Confirm Fee (Retail Paper Only) (per confirm) $2.00
Paper Statement Fee (Retail Paper Only) (per statement) $5.00
Returned ACH (per return) $25.00
Returned Checks/Wires and Recalls (including amendment repairs)  $30.00
Stop Payments on Apex Issued Checks $30.00
Third Party Distribution Notification $2.00
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