UNest Program Agreement
December 20, 2022
The UNest Program Agreement (“Agreement”) covers our relationship with you. In addition to setting out the terms by which we provide advisory services to you, it also sets out the terms and conditions applicable to your use of our Sites (as defined below). Your electronic signature (hereafter referred to as “E-signature”) to this Agreement constitutes your agreement to contract with UNest Advisors, LLC, which operates under the trade name UNest, as well as UNest Holdings, Inc, a technology service provider and the parent company of UNest Advisers, under the following terms and conditions.
YOU ACKNOWLEDGE THAT THESE AGREEMENTS MAY BE AMENDED FROM TIME TO TIME AND THAT THE AMENDED AGREEMENTS WILL BE DELIVERED ELECTRONICALLY BY POSTING ON THE UNEST WEBSITE AND THE APPLICATION. YOU AGREE TO CHECK THE UNEST WEBSITE AND/OR THE APPLICATION FOR NEW VERSIONS OF THESE AGREEMENTS. YOU AGREE THAT, BY KEEPING, YOUR UNEST UTMA/UGMA ACCOUNT, UNEST BROKERAGE ACCOUNT, OR USING ANY OF THE SERVICES PROVIDED IN THE PROGRAM WITHOUT OBJECTING AFTER UNEST POSTS A NEW VERSION OF ANY OF THE APPLICABLE AGREEMENTS LISTED ABOVE ON THE UNEST WEBSITE, YOU WILL AGREE TO AND ACCEPT ALL TERMS AND CONDITIONS OF ANY AMENDED AGREEMENT, INCLUDING ANY NEW OR CHANGED TERMS OR CONDITIONS.
For purposes of this Agreement, “you” or “your” refers to the person who has signed this Agreement under the person’s own name electronically, i.e., the person opening an account (“Account”) for the benefit of a beneficiary child (“Child”). You, the person(s) who has signed this Agreement, are our investment advisory client. Nobody else, e.g., the Child or any person who contributes money to the Account other than you (a “Contributor”), is our client. “We,” “us,” “our,” or “UNest” refers to UNest Holdings, Inc., an internet investment adviser registered with the Securities and Exchange Commission.
This Agreement provides us with a limited power of attorney and appoints UNest as your attorney-in-fact and agent, to access and provide your personal information to/UTMA/UGMA account providers and their proper agents and to retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities as if you were doing them personally. Among other valid things, this Agreement means we are authorized to receive confirmations and statements, initiate contributions, perform investment option changes, make qualified withdrawals, inquire, and have access to your Account. We will not be permitted to change the Account owner, and we will not be able to add, change or delete banking instructions, or transfer or roll assets out of your Account without your permission.
You consent to the electronic delivery of all documents and other information (including our Form ADV, Privacy Notice, and any account disclosure documents). You confirm that you received our Form ADV Part 2A brochure and Privacy Notice. You understand that UNest does not provide tax, legal, or other professional guidance, and you should seek such advice before investing any money.
All of UNest’s clients are advised on a discretionary basis; UNest, rather than the client, will ultimately select the investment based on key information provided by the client. When a client deposits money, UNest constructs purchases to align the client’s account to their selected investment strategy. You confirm that you do not need, require or desire in-person or other personal investment advice.
You acknowledge that UNest provides investment advice on portfolios for UTMA/UGMA accounts. In addition, you acknowledge that the investments in those portfolios (“Investment Choices”) may be limited in nature and may only contain certain types of securities (such as Exchange Traded Funds) and not a broader selection of investments. The security selection may also be further limited to a small select number of investments in the investable universe. These choices, which we refer to as “Investment Choices,” are listed on our website.
You represent that, upon portfolio selection, you will complete any documentation that the investment requires, which currently requires that you provide your name, a U.S. permanent street address, and date of birth, among other information and/or documentation, that will be used to verify your identity.
UNest uses a third-party service provider, Plaid, for bank authorization. Banking login credentials are never made accessible to UNest. 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. (More resources on the security and privacy policies with Plaid: https://plaid.com/security/ https://plaid.com/legal/). You authorize UNest to use account and routing numbers obtained by Plaid, as required on enrollment forms, to open your UNest account. Use may vary by account and can be transferred to the enrollment/account application form as needed in either physical or digital form. If any changes are made to your bank account via Plaid or directly with UNest, you must submit to UNest proof of account ownership in the form of bank statement (or other documentation requested by UNest) before any additional deposits or withdrawals can be made to your account. Any deposits made to your UNest account may be subject to a holding period of no less than 30 days before withdrawals on the account can be made.
We may change our technologies and support services at our discretion at any time. We may change the Investment Choices or reduce or expand the Investment Choices available at our discretion from time to time. We reserve the right to implement a minimum investment or balance at our discretion. In the instance that UNest changes the Investment Choices, you consent to use your E-signature on any forms needed for such changes.
By signing this Agreement,
- You confirm that the information provided to us in the Account opening process is accurate, and you agree to update us promptly when the information changes;
- You confirm that by selecting the US citizenship option during account registration, the beneficiary is also a citizen of the United States. You agree to update us promptly if this information is incorrect or changes.
- You agree to use our services only for lawful purposes;
- You agree to provide us with a limited power of attorney;
- You agree that UNest will utilize UNest Securities, LLC, its affiliated broker-dealer (https://brokercheck.finra.org), to execute all trades in your Investment Account. UNest Securities, LLC will be the broker-dealer of record for your account. UNest Securities does not hold customer funds or securities. It executes trades on behalf of its client, UNest Advisers, LLC. Funds and Securities are held by Apex Clearing Corporation (“Apex”).
- All accounts will be invested in a UNest Tax-Advantaged Investment Account for Kids (“UNest Account for Kids”), a non-retirement custodian account established under the Uniform Gifts to Minors Act or Uniform Transfer to Minors Act, that will be established for you at Apex. Each UNest Account for Kids identifies a beneficiary who will take control of the account at the age of transfer determined by the custodian. Please refer to the Apex Customer Account Agreement that you executed during UNest account registration. A copy of the Apex Customer Account Agreement can also be provided upon request.
- Apex charges additional fees for its services, and these fees are included in Appendix A.
- You agree to the additional representations, warranties, and agreements outlined in Exhibit A hereto; and
- You agree, per the TCPA, to receive periodic communication via SMS, which you may opt-out of at any time by replying STOP.
- Standard Portfolio – If you select a recurring deposit of $24 or under, you will automatically be placed into our Standard Portfolio. You will only be able to switch this portfolio if your recurring deposit exceeds $25 a transaction.
- Age-Based Portfolios, Aggressive Portfolio, or Conservative Portfolio – If you select a recurring deposit of $25 or higher, you will be placed in one of our Age-Based Portfolios, Aggressive Portfolio, or Conservative Portfolio. You are able to change this portfolio at your discretion.
Fees. UNest charges a monthly membership fee (i.e., service fees) for the services provided as part of UNest Membership, including the personal use of the UNest web or mobile application. This fee is charged by UNest Holdings, LLC, however, it also covers any advisory services provided by UNest Advisers, LLC. This membership fee is $4.99 per month. Starting January 1, 2023, UNest Plus members will upgrade to the new Core membership pricing tier of $4.99, and their monthly membership rate will be the same rate of $4.99 rather than $5.98. UNest reserves the right to increase this fee with prior written notice. The fee will be collected by the same method of payment that you selected for your investment contributions to the Account. At its sole discretion, UNest may forfeit the membership for a period of time specified in the promotional materials or for any other reason at UNest’s discretion. UNest reserves the right to sell shares out of your UTMA/UGMA or individual brokerage account to cover fees, including but not limited to the monthly membership fee or other fees incurred. UNest also reserves the right to take fees out of the UTMA/UGMA if funds are unavailable in the original billing account (funding source). UNest does not charge any additional advisory or execution fees beyond the services provided as part of the membership.
The investment vehicles offered by UNest have fees that are separate and distinct from the fees paid to UNest for its Program. These fees include, but are not limited to, service fees, ETF fees, and other operating expenses on a fund. The prospectus, a legal document required by and filed with the SEC that provides details about the investment offers for each investment vehicle, will detail the fees and charges assessed by the managers of those products. UNest does not receive any portion of those fees and expenses.
UNest No Social Security Brokerage Terms and Conditions
UNest accounts opened for customers that don’t provide a child’s social security number during account onboarding will be opened as an individual brokerage account in the custodian’s name. These accounts do not have the tax benefits that a UTMA/UGMA does. These accounts are treated as a brokerage accounts for tax purposes, and the customer should consult with a tax professional about their specific situation.
These accounts also follow all rules and regulations that are outlined in this program agreement (https://www.unest.co/advisoragreement/), including but not limited to keeping the account in good standing, no fraudulent activity, and the account can be closed at UNest’s sole discretion, at any time.
These accounts are serviced by UNest Securities LLC, an affiliate of UNest Advisers LLC and UNest Holdings, Inc, as the Broker-Dealer and Apex Clearing Corporation as the clearing company, and all applicable agreements apply.
If the customer does not provide the beneficiary’s social security number within 12 months time, UNest reserves the right to close the account and return any funds to the linked funding source. The customer will be liable for any potential tax consequences.
When a beneficiaries social security number is entered:
- A UTMA/UGMA will be opened for the beneficiary, based on the state the customer listed during onboarding.
- 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.
- 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.
Limitation of liability and indemnification. UNest, its personnel, its service providers, and its agents shall not be liable to you for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in advising or administering the Account or the performance UNest’s duties under this Agreement, except for willful misfeasance, bad faith, or gross negligence in its performance of its duties and obligations under this Agreement. In no event shall UNest be responsible or liable, whether in contract, warranty, tort (including negligence), or otherwise, for any indirect, special, incidental, exemplary, liquidated, or punitive damages. To the extent permitted by law, UNest’s liability shall be limited to fees actually received from the account. Notwithstanding the foregoing, nothing contained in this paragraph 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 is not permitted to be contractually waived. We have no liability for events beyond our control. The Account should be considered a long-term investment, and changes to the Account (such as choosing different Investment Choices) 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 you will cause the Account to, indemnify UNest, its personnel, its affiliates, its service providers, and its agents 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 have provided UNest in connection with this Agreement, 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 our website or otherwise due to malware, viruses, cybersecurity breaches, or other harm arising due to your accessing or using of the website.
Intellectual Property. The contents of the Sites, including text, logos, images, our software, our processes, our business methods, and all of our other materials that may constitute intellectual property, are our property and are protected under national and international copyright, trademark, and other laws.
Amendments to this Agreement. By giving you prior written notice, we may amend this Agreement in any way. If we determine in our fiduciary duty that you and/or the minor or the Account would be materially adversely affected by the amendment (unless we determine that the amendment is required for compliance with the law), we would not make any amendments without your and our mutual agreement.
Assignment. Neither UNest nor you 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 at least 30 days’ notice to you, and you agree that if you continue to accept services under this Agreement after such notice, that shall constitute your consent to the assignment for all purposes.
Governing law and arbitration. This Agreement will be governed by and interpreted in accordance with the laws of the State of California. To the extent permitted by law, any controversy under this Agreement shall be determined by arbitration in accordance with the rules of the American Arbitration Association.
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.
Termination. UNest may immediately terminate this Agreement at any time by emailing you written notice or by other appropriate means of notice. You may terminate this Agreement without penalty upon written notice to us, with effect at the time your account can be fully liquidated, closed, and all other required processes are completed, unless otherwise agreed by UNest. If termination is effective on a date other than month’s end, UNest has the right to charge the membership fee in advance of closing the account. For any remaining membership fee owed, UNest is entitled to invoice you, and you agree to pay the invoiced amount in full promptly. After termination of this Agreement takes effect, the Contributors, the Custodian, and the Account will lose access to many of the features provided by our technology solutions that support investments by family and friends.Members can regain access to the UNest app by resubscribing to the membership and reopening an investment account with UNest.
Survival. The following provisions shall survive termination of this Agreement: “Limitation of liability and indemnification” and “Termination.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.
BY USING THE WEBSITE LOCATED AT UNEST.CO, AS WELL AS ANY SUBDOMAINS THEREOF AND THE RELATED MOBILE WEBSITE (COLLECTIVELY, THE “SERVICE”), YOU AGREE TO BE BOUND BY THE FOLLOWING, WHETHER OR NOT YOU BECOME A CLIENT OF UNEST.
These terms and conditions of use apply solely to your access to and use of the websites or mobile applications of UNest (“UNest,” “we,” or “our”) located at www.UNestapp.co and any other sites or mobile applications operated by UNest that link to these Site Terms (the “Sites”).
UNest reserves the right to change or modify any of these Site Terms or any policy or guideline of the Sites at any time and in its sole discretion. If UNest makes changes to these Site Terms, we will provide notice of such changes, such as by posting a notice on the Sites or updating the “Last Updated” date above. Your continued use of our Sites following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Site Terms and applicable policies whenever you access the Sites and at least every thirty (30) days to ensure that you understand the terms and conditions that will apply to you and your use of the Sites. If you do not agree to the amended terms, you must stop using the Sites.
Copyright and Limited License. Unless otherwise indicated in the Sites, the Sites and all content and other materials on the Sites, including, without limitation, the UNest logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the “Site Materials”) are the proprietary property of UNest or our licensors or users and are protected by U.S. and international copyright laws.
You are granted a limited, non-sublicensable license to access and use the Sites and electronically copy (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial, and personal use only. Such license is subject to these Site Terms and does not include: (a) any resale or commercial use of the Sites or the Site Materials therein; (b) the distribution, public performance, or public display of any Site Materials; (c) modifying or otherwise making any derivative uses of the Sites and the Site Materials, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Sites, the Site Materials or any information contained therein, except as expressly permitted on the Sites; or (f) any use of the Sites or the Site Materials other than for its intended purpose.
Any use of the Sites or the Site Materials other than as specifically authorized herein without the prior written permission of UNest is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time.
Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, UNest has adopted a policy of terminating, in appropriate circumstances and at UNest’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. UNest may also, at its sole discretion, limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Copyright Complaints. If you believe that anything on the Sites infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent. Please see 17 U.S.C. §512(c)(3) for the proper notification requirements. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by UNest or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Trademarks. The UNest logo and any other product or service name, or slogan contained in the Sites are trademarks of UNest and its suppliers or licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of UNest or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “UNest” or any other name, trademark, or product or service name of UNest without our prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of UNest and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Sites are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by UNest.
Hyperlinks. You are granted a limited, non-exclusive right to create a text hyperlink to the Sites for non-commercial purposes, provided such link does not portray UNest or any of its products and services in a false, misleading, derogatory, or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any offensive material, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a UNest logo or another proprietary graphic of UNest to link to the Sites without the express written permission of UNest. Further, you may not use, frame, or utilize framing techniques to enclose any UNest trademark, logo, or other proprietary information, including the images found at the Sites, the content of any text, or the layout/design of any page or form contained on a page on the Sites without UNest’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of UNest or any third party.
UNest makes no claim or representation regarding and accepts no responsibility for the quality, content, nature, or reliability of third-party Web sites accessible by hyperlinks from the Sites or Web sites linking to the Sites. Such sites are not under the control of UNest, and UNest is not responsible for the contents of any linked site or any link contained in a linked site or any review, changes, or updates to such sites. UNest provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by UNest of any site or any information contained therein.
Third-Party Content; No Endorsement of UNest by Third Parties. UNest may provide third-party content on the Sites and may provide links to Web pages and content of third parties (collectively, “Third Party Content”) as a service to those interested in this information. UNest does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that UNest is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk. Third parties who are identified on the Sites do not sponsor, endorse or promote UNest or UNest’s business. Third parties and their documentation, whether available by link via the Sites or otherwise, may contain intellectual property of such third parties, which is protected by applicable law.
Third-Party Products and Services. UNest Holdings, Inc. may provide or allow users to provide information about or links to third-party products or services on the Sites. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third party. UNest is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-UNest advertisers or third-party information on the Sites.
Feedback. You acknowledge and agree that any questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials, or other information or materials regarding the Sites, UNest, or UNest’s general products or services (but excluding any client information) (the “Feedback”) that are provided by you in the form of email or other submissions to UNest, or any postings on the Sites, are (as between you and UNest) non-confidential and shall become the sole property of UNest. UNest shall own, and you hereby assign to UNest, all exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
User Content and Interactive Services or Areas. The Sites may include interactive areas or services (“Interactive Areas”), such as forums, chat rooms or message boards, online hosting or storage services, or other areas or services in which you or other users create, post, or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code or other items or materials on the Sites (“User Content”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Sites any User Content that (i) is unlawful, libelous, defamatory, obscene, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (ii) that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; (iii) that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary rights of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content; (iv) that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; (v) that constitutes (a) unsolicited promotions, political campaigning, advertising or solicitations; (b) private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or (c) viruses, corrupted data or other harmful, disruptive or destructive files; and (vi) that, in the sole judgment of UNest, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Sites, or which may expose UNest or its users to any harm or liability of any type.
UNest takes no responsibility and assumes no liability for any User Content posted, stored, or uploaded by you or any third party or for any loss or damage thereto, nor is UNest liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, or profanity you may encounter. Your use of Interactive Areas is at your own risk. Enforcement of the user content or conduct rules set forth in these Site Terms is solely at UNest’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Sites will not contain any content prohibited by such rules. As a provider of interactive services, UNest is not liable for any statements, representations, or User Content provided by its users in any public forum, personal home page, or other Interactive Area. Although UNest has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, UNest reserves the right and has absolute discretion to remove, screen, or edit any User Content posted or stored on the Sites at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sites at your sole cost and expense. Any use of the Interactive Areas or other portions of the Sites in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Sites.
If you post User Content to the Sites, unless we indicate otherwise, you grant UNest and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media on or in connection with the Sites and the promotion thereof. You grant UNest and its affiliates and sublicensees the right to use the name that you submit in connection with such content if we choose. You understand and agree that the use of your or other users’ name, likeness, voice, or identity in connection with various features on the Sites does not imply any endorsement of such feature or of the Sites of UNest unless explicitly stated otherwise. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Sites; (b) the User Content is accurate and not misleading, and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.
Registration Data. Account Security. In consideration of your use of the Sites, you agree to (a) provide accurate, current, and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to UNest, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to UNest. You are responsible for maintaining the confidentiality of any account information, user names, logins, passwords, and security questions and answers that you use to access any page or feature on the Sites and for logging off of your account and any protected areas of the Sites. Further, you are fully responsible for all activities occurring under your accounts, user names, logins, passwords, and security questions and answers resulting from your negligence, carelessness, misconduct, or failure to use or maintain appropriate security measures. If you become aware of any suspicious or unauthorized conduct concerning your accounts, user names, logins, passwords, or security questions and answers, you agree to contact UNest immediately. UNest will not be liable for any loss or damage arising from your failure to comply with this paragraph.
International use. The investment advisory services referred to on the Sites are intended to be made available only to U.S. residents. The Sites are not to be a solicitation for or offering of any service or product to any person in any jurisdiction where such solicitation or offering would be illegal.
Because of the global nature of the Internet, you agree to comply with all local rules with respect to your account and your online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access the Sites, including without limitation, all laws, rules, codes, regulations, decrees, acts, orders, directives, legislation, bills, and statutes pertaining to tax, contracts, intellectual property, securities, e-commerce, banking, technology, computers, fraud, and privacy. In addition, you agree to comply with all applicable laws, rules, codes, and regulations regarding the transmission of technical data exported from the United States or cross-border transmission of data including under applicable data privacy laws.
Disclaimer. Except as expressly provided to the contrary in writing by UNest, the sites, the site materials contained therein, and the services provided on or in connection therewith (the “Services”) are provided on an “as is” basis without warranties of any kind, either express or implied. UNest disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement as to the sites and the services, including the information, content, and materials contained therein. UNest does not represent or warrant that materials in the sites or the services are accurate, complete, reliable, current, or error-free. UNest does not represent or warrant that the sites or its servers are free of viruses or other harmful components.
UNest is not responsible for typographical errors or omissions relating to pricing, text, or photography. While UNest attempts to make your access and use of the sites and the services safe, UNest cannot and does not represent or warrant that the sites or its server(s) are free of viruses or other harmful components; therefore, you should use industry-recognized software to detect and disinfect viruses from any download.
Modifications to the Sites. UNest reserves the right to change any and all content contained in the Sites and to modify, suspend or discontinue the Sites or any Services offered through the Sites or any features or functionality of the Sites or the Services at any time without notice and without obligation or liability to you.
Termination. Notwithstanding any of these Site Terms, UNest reserves the right, without notice and in its sole discretion, to terminate your license to use the Sites and to block or prevent future access to and use of the Sites.
Severability. If any provision of these Site Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.
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:
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://adviserinfo.sec.gov/
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 Amount refers to the minimum amount you must deposit in order to open a UNest account. UNest requires referred client to enroll in a recurring plan with at least $5 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 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.
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 9.
- Reward Shares for Referrals
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 30 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. 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 30 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 3 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 30 days to receive the reward.
In connection with your participation in the Referral Program, you agree to the restrictions listed below.
- 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.”
- 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.
- 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.
- 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.
- 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 UNestor 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.
- UNest’s Registration. UNest represents and warrants to you that it is registered with the SEC under the Act as an investment adviser.
- 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.
- 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.
- Termination – you may terminate this Agreement at any time by notifying UNest in writing at firstname.lastname@example.org 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.
- 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.
Apex Clearing Corporation Fees
|ACH Notice of Change/Correction||$5.00|
|Limited Partnerships / Private Placements ||$250.00|
|Manual Account Opening Fee (non-API)||$15.00|
|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)||$15.00|
|Returned Checks/Wires and Recalls (including amendment repairs)||$30.00|
|Stop Payments on Apex Issued Checks||$30.00|
|Third Party Distribution Notification||$2.00|