Unifimoney RIA, Inc. Investment Advisory Agreement

Last Updated : Friday, March 19, 2021

You (“Client”) and Unifimoney RIA, Inc, a Delaware corporation, wholly owned subsidiary of Unifimoney, Inc.,  and an SEC registered investment adviser (“Unifimoney RIA”), agree to enter into an investment advisory relationship (the “Agreement”) pursuant to which Unifimoney RIA shall exclusively manage the assets in specified Unifimoney RIA-managed account(s) that are established for you (the “Account” or “Accounts”) at DriveWealth or the current broker partner of Unifimoney RIA’s choice (collectively the “Broker Dealer”). This Agreement is effective as of the first day a brokerage account is opened in connection with this Agreement and is ready to receive trading instructions from Unifimoney RIA (the “Effective Date”). In consideration of the mutual covenants herein, Client and Unifimoney RIA agree as follows:

For clarity, as part of using the Unifimoney services, Clients may operate both (1) a robo advisor account (managed by Unifimoney RIA), and  (2) a Client self-directed investing account. Unifimoney RIA acts as an advisor to Client only with respect to the robo advisor account. That robo advisor account is the subject of this agreement, and use of the defined term “Account” herein refers to the managed robo advisor account. Neither Unifimoney, Inc., Unifimoney RIA, nor the Broker-Dealer will manage or provide investment advice, for the self-directed investing account.

1. Services

Client appoints Unifimoney RIA to exclusively manage the Account(s) established and owned by Client at the Broker Dealer, excluding any self-directed investment account, per above. Specifically, Unifimoney RIA shall manage the Account(s) in accordance with an investment plan recommended by Unifimoney RIA to Client from time to time based on profile information provided by Client (“Investment Profile”), and in accordance with certain additional investment options designated by Client (the “Plan”). Client authorizes Unifimoney RIA to supervise and direct the investment and reinvestment of assets in the Accounts, with full authority and discretion (without consultation with the Client), on the Client’s behalf and at the Client’s risk, and in accordance with the Client’s Plan, to purchase and sell securities, including but not limited to stocks, exchange traded funds (“ETFs”), mutual funds (including without limitation money market mutual funds as separate investments), and/or similarly traded instruments (collectively “Securities”), as well as to manage cash balances within the Client Accounts. Without in any way limiting the foregoing and for the avoidance of doubt, with respect to the Account, Client cannot issue individual trading instructions to Unifimoney RIA or to the Broker Dealer to purchase and/or sell specific Securities to be executed at particular times. Only Unifimoney RIA shall have authority to issue trading instructions to purchase and sell Securities in the Accounts that are consistent with the Plan and based on the discretionary authority granted to Unifimoney RIA by Client under this Agreement. Unifimoney RIA shall not have any duty or obligation to advise or take any action on behalf of Client in any legal proceedings, including bankruptcies or class actions, involving Securities held in or formerly held in the Account or the issuers of Securities.

Notwithstanding anything in this Agreement to the contrary, Unifimoney RIA shall have no authority hereunder to take or have possession of any assets in the Account or to direct delivery of any Securities or payment of any funds held in that Account to itself or to direct any disposition of such Securities or funds, except to Client, as directed by Client, pursuant to valid legal authority, or as provided in Section 8 (entitled “Payment of Fees”).

Due to the nature and functioning of the Unifmoney services, client funds intended for the purchase of, or from  the sale of, securities can only be sourced from, or dispositioned to, the Client’s Unifmoney DDA account held by UMB Bank N.A.

2. Representations and Warranties.

(a)  Client represents and warrants to Unifimoney RIA and agrees with Unifimoney RIA as follows:

  1. Client has the requisite legal capacity, authority and power to execute, deliver and perform his or her obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms. Client’s execution of this Agreement and the performance of his or her obligations hereunder do not conflict with or violate any obligations by which Client is bound, whether arising by contract, operation of law or otherwise. If the Client is an entity, the individual trustee, agent, representative or nominee (the “Client Representative”) executing this Agreement on behalf of Client has the requisite legal capacity, authority and power to execute, deliver and perform such execution and the obligations under this Agreement as applicable. Specifically, if the Client is a corporation, limited liability company, partnership, or other legal entity that is not an individual, the Client Representative signing this Agreement on such Client’s behalf has been authorized to execute this Agreement by appropriate corporate, member or manager, partnership or similar action. If this Agreement is entered into by a trustee or fiduciary, the trustee or fiduciary has authority to enter into this Agreement on behalf of the Client. The Client has the power and authority to enter into this Agreement and that the services described herein are authorized under the Client’s applicable articles, certificate, charter, operating agreement, partnership agreement, plan document, trust or organizational, delegation or formation documents or law. Client will deliver to Unifimoney RIA evidence of Client’s and Client Representative’s authority on Unifimoney RIA’ request and will promptly notify Unifimoney RIA of any change in such authority, including but not limited to an amendment to Client's organizational, delegation or formation documents that changes the information Client provides to Unifimoney RIA on opening the Account. Client Representative has the authority to act on behalf of the Account, and Unifimoney RIA is entitled to rely upon and may accept such instructions from the Client Representative, which may be limited due to only one Client Representative having log-in privileges to the Account, without any requirement to seek confirmation of instructions from the other Client Representatives.
  2. For Entity Clients: If Client Representative is entering into this Agreement, Client and Client Representative understand and agree that the representations, warranties and agreements made herein are made by Client both: (a) with respect to Client; and (b) with respect to the Client Representative.
  3. Client is the owner or co-owner of all cash and Securities in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash or Securities.
  4. Client acknowledges that a Plan may include only a single ETF for each asset class within the Plan, with each ETF playing a necessary role in the overall investment strategy and, therefore, Client understands and acknowledges that the Client cannot force exclusions or restrictions of ETFs recommended by Unifimoney RIA as part of the Plan.
  5. Client will provide Unifimoney RIA with complete, current and accurate information about Client’s identity, background, net worth, investing timeframe, other risk considerations, any Securities from which Client may be or become legally restricted from buying or selling, as requested, and other investment accounts, as requested, in the Investment Profile and will promptly update that information as Client’s circumstances change.
  6. Client acknowledges that the Unifimoney RIA and the Broker Dealer are subject to certain anti-money laundering (“AML”) and related provisions under applicable laws, rules and regulations and are otherwise prohibited from engaging in transactions with, or providing services to, certain foreign countries, territories, entities and individuals, including without limitation, specially designated nationals, specially designated narcotics traffickers and other parties subject to United States government or United Nations sanctions and embargo programs (collectively “AML Laws”). Accordingly, Client hereby represents and warrants the following and shall promptly notify Unifimoney RIA if any of the following ceases to be true and accurate: (a) to the best of the Client’s knowledge based upon appropriate diligence and investigation, none of the cash or property that the Client has paid or will pay or deposit to Unifimoney RIA has been or shall be derived from or related to any activity that is deemed criminal under United States law, nor will any of the Client’s payments or deposits to Unifimoney RIA directly or indirectly contravene United States federal, state, international or other laws or regulations, including without limitation any AML Laws (b) no contribution or payment by Client to Unifimoney RIA shall cause Unifimoney RIA or the Broker Dealer to be in violation of any AML Laws. Client understands and agrees that if at any time it is discovered that any of the representations in this Section 2(a)(vii) are untrue or inaccurate, or if otherwise required by applicable law or regulation related to money laundering and similar activities, Unifimoney RIA may undertake appropriate actions to ensure compliance with applicable law or regulation, including, but not limited to, freezing or forcing a withdrawal of the Client’s cash or assets from Unifimoney RIA.
  7. Client acknowledges that Unifimoney RIA or the Broker Dealer may require further documentation verifying Client’s identity or the identity of the Client’s beneficial owners, if any, and the source of funds used to make payment or deposit to Unifimoney RIA. Client hereby agrees to provide such documentation as may be requested by Unifimoney RIA. Furthermore, Client acknowledges and agrees that Unifimoney RIA or the Broker Dealer may release confidential information regarding Client and, if applicable, any of Client’s beneficial owners, to government authorities, if Unifimoney RIA, in its sole discretion, determines after consultation with counsel that releasing such information is in the best interest of Unifimoney RIA.
  8. If Client specifically provides a photograph of Client's likeness and/or other personal identifying information to Unifimoney RIA for public display, then Client hereby grants permission to Unifimoney RIA to use the provided photograph of Client's likeness, Client's name and/or other information, in a commercially reasonable manner on its website www.unifimoney.com (the “Site”) or its related mobile application (the “App”), any related and/or affiliated sites, and in marketing materials now and in the future, until such time as this Agreement is terminated by either party. Client waives any and all rights to compensation as a result of such use of Client’s explicitly provided photograph of Client's likeness, Client's name and/or other information.

x. Client agrees to use Unifimoney RIA solely for Client’s personal, non-commercial use, and not in connection with any competitive analysis (as determined by Unifimoney RIA).

(b) Client understands and agrees that (A) Unifimoney RIA does not guarantee the performance of the Accounts, is not responsible to Client for any investment losses, and the Accounts are not insured against loss of income or principal; (B) there are significant risks associated with investing in Securities, including, but not limited to, the risk that the Accounts could suffer substantial diminution in value, and this risk applies even when the Accounts are  managed by an investment adviser; (C) the past performance of any benchmark, market index, ETF, or other Security does not indicate its future performance, and future transactions will be made in different Securities and different economic environments; (D) Unifimoney RIA will cause the Account to invest in Securities substantially in the proportions set forth by the Plan (subject to the profile information received from Client and to various other factors, including without limitation Client deposits or withdrawals, variations in the allocations due to movements in the prices of Securities over time, and revisions of the Plan by Unifimoney RIA from time-to-time consistent with Client’s profile information); (E) Unifimoney RIA will provide only the specific reviews and restrictions described in this Agreement and will not otherwise review or control such Accounts; and (F) there are significant risks associated with any investment program.

i. Client understands and agrees that Unifimoney RIA’ sole obligation hereunder or otherwise is to manage the Account in accordance with the Plan, and notwithstanding any duty or obligation Client Representative may have to an entity Client, Client has not engaged Unifimoney RIA to provide any individual financial planning services. Client understands and agrees that Unifimoney RIA is not responsible for any losses in an Account, as provided in Section 11, and Unifimoney RIA may at any time in its sole discretion determine that a Plan may require reallocation of Securities.

ii. Client understands and agrees that the Account will be managed solely by Unifimoney RIA based on the information Client has provided to Unifimoney RIA. Client further understands that if any of the information Client provides to Unifimoney RIA is or becomes incomplete or inaccurate, the Account’s activities may not achieve Client’s desired investment or tax strategy, the Account may purchase Securities from which Client is restricted from purchasing at that time or the Plan may be inappropriate for Client. An Account’s transactions may be executed at approximately the same time as other client accounts managed by Unifimoney RIA in accordance with other clients’ investment plan, and if the transactions are large in relation to the trading volume on that particular day, the price may be different than it would be for the execution of a smaller transaction. Client understands and agrees that Unifimoney RIA has sole discretion regarding the manner in which transaction orders are placed for the purchase and sale of Securities for the Client Account(s). Client further understands and agrees that prices of Securities purchased and sold for the Client Account(s) may be less favorable than the prices obtained for the same Securities in similar transactions by other client accounts managed by Unifimoney RIA and/or other non-related market participants.

iii. Client understands and agrees that an Account’s composition and performance may be different for a variety of reasons from those of any Plan recommendation to a Client. These differences can arise each time the Plan is adjusted or rebalanced, including, but not limited to, the following instances: (A) when the Account is established and the initial Securities positions are established; (B) when Client contributes additional capital to such Account; (C) when Client revises his/her Investment Profile and causes Unifimoney RIA to recommend a new Plan or revise the existing Plan; (D) each time the Advisory Fee (described in Section 5) is charged and paid from such Account; and (E) any time Unifimoney RIA adjusts its algorithm by which the composition of the Account is maintained as specified for the Plan. On any such adjustment, Unifimoney RIA may adjust the Plan in its discretion to approximate the composition specified in the Plan as closely as reasonably practicable  based on the conditions at the time.

iv. Client understands and agrees that the prices of Securities purchased or sold for the Account may be less favorable than the prices in similar transactions for other Unifimoney RIA Clients for whom Unifimoney RIA has designated different Plans.

3. Custody

Client has appointed the Broker Dealer as its broker and custodian pursuant to a separate agreement. Unifimoney RIA shall not be liable to Client for any act, conduct or omission by the Broker Dealer and/or the clearing broker in its capacity as broker or custodian. At no time will Unifimoney RIA accept, maintain possession or have custodial responsibility for Client’s assets or securities. Client assets and securities will be delivered between Client and the Broker Dealer only.

4. Confidentiality

Except as required by law or requested by regulatory authorities, (a) Unifimoney RIA agrees to maintain in strict confidence all of Client’s non-public personal and financial information that Client furnishes to Unifimoney RIA, except for information that Client explicitly agrees to share publicly, and (b) Client agrees to maintain in strict confidence all investment advice and other non-public information that Client acquires from Unifimoney RIA in connection with the Account. Client agrees that Client shall not use investment recommendations and other confidential information Client receives from Unifimoney RIA for any purpose other than managing the Account, including, but not limited to, developing a service that competes with the Site or Unifimoney RIA’ services. Client acknowledges receipt of and consents to Unifimoney’s Privacy Policy available at https://www.unifimoney.com/privacy-policy. Client understands, acknowledges, and agrees that they can opt-out of the Unifimoney RIA Privacy Policy and certain portions of the Unifimoney RIA Privacy Policy at any time; however, if the Client does opt out, Unifimoney RIA may choose to terminate this Agreement and related Account(s). Notwithstanding any provisions in this Agreement to the contrary, Unifimoney RIA may share Client’s non-public personal and financial information with affiliates of Unifimoney RIA in connection with providing and/or enhancing the services provided to Client.

5. Advisory Fee

(a) Unifimoney RIA specifies the annual fee rate it charges a Client (the “Advisory Fee”) and posts the Advisory Fee on the Site and the App. The Advisory Fee varies between 15 bps (0.15%) and 100 bps (1.00%) depending on the advisory package selected by the Client. Fees due shall be calculated by multiplying the Advisory Fee by the net market value of the Account as of the close of trading on the New York Stock Exchange (“NYSE”) (herein, “close of markets”) on such day, or as of the close of markets on the immediately preceding trading day for any day when the NYSE is closed, and then by dividing by 365 (except in any leap year, during which year the amount shall be divided by 366). Except as provided below, the fees due for each calendar month (consisting of the aggregate of the daily fee for each day in that calendar month) shall be due and payable in arrears no later than the tenth business day of the immediately following calendar month. Unifimoney RIA will promptly notify Client of any increase or decrease in the Advisory Fee. An increase in the Advisory Fee will be effective for the Account starting in the next month that begins at least 30 days after Unifimoney RIA sends or posts such notice. A reduction in the Advisory Fee will be effective for the Account starting in the next month following its reduction. Advisory Fees are payable on the Account only. (Self-directed investing accounts may however still be subject to other fees charged by Unifimoney RIA or Broker-Dealer.) If Client closes the Account, withdraws the entire balance of the Account, or otherwise terminates this Agreement on any date other than the last business day of the month (except under the circumstances covered by Section 5(b)), Client shall pay any outstanding aggregate daily fees for the period from the day immediately following the last day of the last calendar month for which Client has paid, through the effective date of such withdrawal or termination.

  1. If, for any reason, Unifimoney RIA closes and liquidates all the positions held in the Account, Client will receive the proceeds of the liquidated portion of the Account net of any Advisory Fee due, and this Agreement shall terminate.
  2. If, for any reason, there is insufficient cash available in the Account to cover the Advisory Fees at the time they are charged, Unifimoney RIA, in its sole discretion, may cause certain Securities in the Account to be liquidated to allow the Advisory Fees to be deducted from the Account.
  3. Unifimoney RIA reserves the right, in its sole and absolute discretion, to reduce or waive the Advisory Fee for certain Client Accounts for any period of time determined by Unifimoney RIA. In addition, Client agrees that Unifimoney RIA may waive its fees for the Accounts of clients other than Client, without notice to Client and without waiving its fees for Client. In exercise of its sole and absolute discretion Unifimoney RIA may amend or terminate any reduction or waiver of the Advisory Fee. Unifimoney RIA will promptly notify Client of any increase or decrease in the reduction or waiver of the Advisory Fee. A change in the waiver or reduction of the Advisory Fee will be effective for the Account starting in the next month that begins at least 30 days after Unifimoney RIA sends or posts such notice.

6. Valuation

The assets in the Account will be valued by Broker Dealer.

7. Responsibility for Expenses

Unifimoney RIA charges Client the Advisory Fee as provided in Section 5 hereof. Clients may bear additional fees, however, such as fees embedded in the products (including without limitation ETFs or mutual funds) held in the Account. Furthermore, Broker Dealer may charge Clients additional fees or expenses for optional brokerage services or products.

8. Payment of Fees

Unifimoney RIA may, in its discretion, either (a) cause the Account to pay to Unifimoney RIA any amount owing to Unifimoney RIA or Broker Dealer under this Agreement or (b) bill Client for such amount, in which case Client shall pay such amount to Unifimoney RIA within ten (10) days of Client’s receipt of such bill. If Unifimoney RIA causes the Account to pay Unifimoney RIA or Broker Dealer directly, Unifimoney RIA will inform Broker Dealer of the amount of the Advisory Fee to be paid to Unifimoney RIA directly from the Account and notify Client, after the Advisory Fee has been charged, the amount of the Advisory Fee and the net market values of Client’s assets on which the Advisory Fee has been based. Notification to Client will be through Client’s user account on the Site or by email at the address(es) provided by Client to Unifimoney RIA.

9. Portfolio Transactions

  1. Unifimoney RIA’ will place orders for the execution of transactions for the Client Account in accordance with Unifimoney RIA’ Form ADV Part 2 (available at https://adviserinfo.sec.gov/firm/summary/309001) as may be amended from time to time. Unifimoney RIA shall not have any responsibility for obtaining for the Account the best prices or any particular commission rates.
  2. Client agrees that Unifimoney RIA, or any person controlling, controlled by or under common control with Unifimoney RIA, may act as broker for both Client and for another person on the other side of any transaction involving funds or Securities in the Account (“Agency Cross Transaction”). Client recognizes that Unifimoney RIA or its affiliates may receive commissions, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to such Agency Cross Transactions. If Unifimoney RIA engages in an Agency Cross Transaction, Unifimoney RIA or its designee will send to Client a written confirmation at or before the completion of each such Agency Cross Transaction, which confirmation will include (i) a statement of the nature of such Agency Cross Transaction, (ii) the date such Agency Cross Transaction shall have taken place, (iii) an offer to furnish, on request, the time when such Agency Cross Transaction shall have taken place, and (iv) the source and amount of any other remuneration received or to be received by Unifimoney RIA or any of its affiliates in connection with such Agency Cross Transaction. Unifimoney RIA shall also send to Client, at least annually, a written statement identifying the total amount of such Agency Cross Transactions during the period included in the statement, and the total commissions or other remuneration received or to be received by Unifimoney RIA or any of its affiliates in connection with such Agency Cross Transaction included in the statement. The consent to Agency Cross Transactions set forth in this Section may be revoked by Client at any time by notifying Unifimoney RIA in writing.

10. Automatic Contributions

By enabling automatic cash allocation features, you expressly authorize Unifimoney RIA to periodically scan your linked deposit account(s) or the linked Broker Cash Account for excess cash (as determined by you in the App or Site). You hereby also authorize Unifimoney RIA to instruct Broker Dealer to withdraw funds from the designated account and deposit those funds into your Account or Cash Account in accordance with the standing instructions you provide in the App or Site. By enabling automatic contributions, you acknowledge that Unifimoney RIA relies on third-party linking data to provide the service, and you understand that neither Unifimoney RIA nor Broker Dealer guarantees the accuracy or completeness of such third-party data. You also understand that Broker Dealer relies on third-parties to effect banking transactions and cannot guarantee the speed or timing in which those third-parties conduct transactions related to automatic contributions or the Cash Account.  

By enabling automatic contributions, you expressly agree to hold Unifimoney RIA, as well as its affiliates and Indemnified Persons (as defined below), harmless for any and all claimed losses, damages, liabilities and expenses that arise, either directly or indirectly, out of transactions initiated by Unifimoney RIA in connection with automatic contributions or the Cash Account, including, but not limited to, overdraft fees, tax liabilities, and transaction fees. Furthermore, you acknowledge that you must provide Unifimoney RIA a reasonable amount of time to act upon revocation of the authorization, in each instance, no less than one (1) full Federal Reserve System business day prior to a scheduled withdrawal.    

11. Limitation of Liability and Indemnification

  1. To the extent permitted under applicable law, Client understands and agrees that Unifimoney RIA will not be liable to Client for any losses, expenses, damages, liabilities, charges and claims of any kind or nature whatsoever (including without limitation any legal expenses and costs and expenses relating to investigating or defending any demands, charges and claims) (collectively, “Losses”) incurred by Client with respect to any Accounts, except to the extent that such Losses are actual losses of the Client proven with reasonable certainty and are the direct result of an act or omission taken or omitted by the Adviser during the term of this Agreement which constitutes willful misfeasance, bad faith or gross negligence under this Agreement. Without limitation, Unifimoney RIA shall not be liable for Losses resulting from or in any way arising out of (i) any action of the Client or its previous advisers or other agents, (ii) force majeure or other events beyond the control of Unifimoney RIA, including without limitation any failure, default or delay in performance resulting from computer or other electronic or mechanical equipment failure, unauthorized access, strikes, failure of common carrier or utility systems, severe weather or breakdown in communications not reasonably within the control of Unifimoney RIA or other causes commonly known as “acts of god”, or (iii) general market conditions unrelated to any violation of this Agreement by Unifimoney RIA.
  2. Client (and in addition, for entity accounts, Client Representative) shall reimburse, indemnify, defend and hold harmless Unifimoney RIA, its affiliates and their directors, officers, shareholders, employees and any person controlled by or controlling Unifimoney RIA from and against any and all Losses relating to this Agreement or the Account arising out of any misrepresentations or act or omissions or alleged act or omission on the part of the Client (or Client Representatives) or previous advisers or the custodian or any of their agents, except if such Losses are the direct result of Unifimoney RIA’ willful misfeasance, bad faith or gross negligence in the performance of Unifimoney RIA’ duties or by reason of Unifimoney RIA’ reckless disregard of its obligations and duties hereunder. In addition to the above indemnities, for entity Clients, the Client Representative shall further indemnify and defend Unifimoney RIA and Unifimoney RIA’ directors, officers, shareholders, employees and affiliates (“Indemnified Persons”) and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreement. Notwithstanding anything in this Section 11 or otherwise in this Agreement to the contrary, nothing herein shall constitute a waiver or limitation of any rights that Client may have under any federal or state securities laws, which rights may arise even if Unifimoney RIA’ recommendation or other act or failure to act hereunder does not constitute willful misfeasance, bad faith or gross negligence in the performance of Unifimoney RIA’ duties or by reason of Unifimoney RIA’ reckless disregard of its obligations and duties hereunder.

12. Proxies

Unifimoney RIA has no authority to and will not vote proxies, consent to corporate actions, or exercise similar rights with respect to securities held in client Investment Accounts. Adviser similarly has no authority to and will not take any action or provide any advice with respect to legal actions, including but not limited to class action lawsuits, involving securities held in client Investment Accounts. Rather, clients retain this authority with respect to securities held in their Investment Accounts. (as outlined in Form ADV Part 2)

13. Termination; Withdrawals

This Agreement may be terminated by either party with or without cause by notice to the other party, which notice shall be provided by Client to Unifimoney RIA through the Site and by Unifimoney RIA to Client through the primary email address in Client’s Account Application as Client shall update from time to time. Client may withdraw all or part of the Account to the linked Unifimoney DDA account by notifying Unifimoney RIA at any time provided that all partial withdrawals comply with Unifimoney RIA’ required Account minimums as posted on the Site and updated from time to time, unless Unifimoney RIA otherwise consents in advance. Client’s withdrawal of all of the Account under this Agreement, or Client’s withdrawal that results in an Account balance below the minimum as provided in Section 2(b)(vi) hereof will terminate this Agreement. Upon termination of this Agreement, Sections 8 (only as to fees accruing prior to termination), 11, 16, and 18 through 24 shall survive such termination. Client understands and agrees that upon termination of this Agreement Unifimoney RIA may determine to liquidate immediately all holdings in the Plan and the Account, and subject to Section 11 hereof, Unifimoney RIA shall not be liable to Client to any consequences of such liquidation.

14. Account Statements

Client will receive account statements via electronic delivery from Broker Dealer, which are the official records of the Account. Unifimoney RIA may also provide information about the Account from time to time.

15. Independent Contractor

Unifimoney RIA is and will hereafter act as an independent contractor and not as an employee of Client, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between Unifimoney RIA and Client.

16. Assignment

Unifimoney RIA may not assign this Agreement without the prior consent of Client or the consent of any additional authorized signatories on behalf of Client, if such consent is required under the Investment Advisers Act of 1940, as amended. In the event of an assignment by Unifimoney RIA, Unifimoney RIA shall request any required consent(s) of Client within a specified reasonable time (which shall not be less than thirty (30) days). If Client does not respond to such request within the time specified, Unifimoney RIA shall inform Client that the proposed assignee will continue the advisory services of Unifimoney RIA for a specified reasonable time (which shall not be less than thirty (30) days), and if Client does not respond to such second notice from Unifimoney RIA, Client’s continued acceptance of investment management services from the proposed assignee shall constitute Client’s consent(s) to the assignment. This Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

17. Delivery of Information

Client acknowledges electronic delivery of Unifimoney RIA’ brochure that would be required to be delivered under the Advisers Act (including the information in Part 2 of Unifimoney RIA’s Form ADV), which is available on the Site and the App and provided here by link:

https://adviserinfo.sec.gov/firm/summary/309001

On written request by Client, Unifimoney RIA agrees to annually deliver electronically, without charge, Unifimoney RIA’ brochure required by the Advisers Act.

18. Governing Law

This Agreement shall be governed exclusively by and construed and interpreted in accordance with the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of California, excluding its provisions on conflicts or choice of laws. Except as otherwise expressly set forth in Section 19 of this Agreement below, any legal action or proceeding arising under this Agreement shall be brought exclusively in courts located in San Francisco, California or federal court for the Northern District of California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

19. Arbitration

  1. Mandatory Arbitration of Disputes: You and Unifimoney RIA each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services, including any dispute relating to these arbitration provisions themselves (collectively, “Disputes”) will be resolved solely by binding individual arbitration and not in a class, representative or consolidated action or proceeding. You and Unifimoney RIA agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Unifimoney are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.  
  2. Exceptions and Opt-Out: As limited exceptions to subsection (1) above: (i) either of us may seek to resolve a Dispute in small claims court in your county of residence or in the Superior Court of California, County of San Francisco, if all the requirements of the small claims court are satisfied; and (ii) we each retain the right to seek injunctive or other equitable relief from a state or federal court located in Northern District of California specifically to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at arbitration@unifi.money within thirty (30) days following the date you first agree to these Terms.
  3. Conducting Arbitration and Arbitration Rules: The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of these arbitration terms.
  4. Arbitration Costs: Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration, and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
  5. Class Action Waiver:  YOU AND UNIFIMONEY RIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.  If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
  6. Effect of Changes on Arbitration: Notwithstanding the provisions of Section entitled “Changes to Terms and Services” above, if Unifimoney RIA changes any of the terms of this Section entitled “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to arbitration@unifi.money) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Unifimoney RIA’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Unifimoney RIA in accordance with the Terms of this Section entitled “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
  7. Severability:  With the exception of any of the provisions in subsection 5 ("Class Action Waiver"), if an arbitrator or a court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

20. Notices

All notices and communications under this Agreement must be made through the Site or by email. Unifimoney RIA’s contact information for this purpose is info@unifi.money, and Client’s contact information for this purpose is contained in Client’s user account on the Site and the primary email address(es) in Client’s Account Application as Client shall update from time to time.

21. Severability and Amendment

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof. Client acknowledges that Unifimoney RIA may amend this Agreement from time to time, which amendment(s) will become effective and applicable to Client when published on the Site or otherwise made available to Clients (except as provided in Section 5(a)) and shall govern the relationship between the Client and Unifimoney RIA during the entire term of this Agreement. Client acknowledges that Client will be responsible for checking the Site periodically for such amendment(s) to this Agreement.

22. Waiver or Modification

Unifimoney RIA’ waiver or modification of any condition or obligation hereunder shall not be construed as a waiver or modification of any other condition or obligation, nor shall Unifimoney RIA’ waiver or modification granted on one occasion be construed as applying to any other occasion.

23. Entire Agreement

This Agreement, together with the Broker-Dealer Terms of Use, is the entire agreement of the parties regarding the subject matter hereof and supersedes all prior or contemporaneous written or oral negotiations, correspondence, agreements and understandings (including without limitation any and all preexisting client account agreements, which are hereby cancelled). However, the parties may choose to enter into separate agreements between them regarding different subject matters or investment programs.

24. No Third-Party Beneficiaries

Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement.

25. Death, Disability, or Divorce

If a Client is an individual, the Client’s death, disability or incompetency will not automatically terminate or change the terms of this Agreement. However, the Client’s executor, guardian or attorney-in-fact may terminate this Agreement by giving written notice to Unifimoney RIA. In the event that Client is a joint Account, both Account holders agree that if the Account ever becomes the subject of a dispute between Account holders, and Unifimoney RIA becomes aware of the dispute, Unifimoney RIA may refuse to disburse or allow for the termination of this Agreement without the consent of both joint Account holders. Further, both Account holders agree that in the event that one Account holder provides instructions to Unifimoney RIA, even if the instructions are to terminate the Agreement and disburse all funds from the Account to one of the Account holders, Unifimoney RIA may do so without the permission of the other Account holder and will have no liability to either Account holder.