TERMS OF SERVICE

Terms of Service

WealthFlex is a facilitation service only and is in no way your financial, tax, or legal advisor. 

E-Sign Disclosure and Agreement for WealthFlex’s Website and Mobile Platform

As part of your relationship with us, we want to ensure you have all of the information you need to effectively manage your Services and Account(s) (as those terms are defined in these Terms and Conditions). We are required by law to give you certain information “in writing,” which means you are entitled to receive it on paper. We may, however, provide some of this information to you electronically, instead, with your prior consent. This E-Sign Disclosure and Agreement for WealthFlex’s Website and Mobile Platform (“E-Sign Agreement”) describes how WealthFlex communicates with you electronically, provides additional detail about the Electronic Communications, as that term is defined below, that we provide you, and sets out hardware and software requirements you need to receive these Electronic Communications. Please review this E-Sign Agreement as it applies to required initial and future disclosures and agreements related to your Accounts, and will be effective until expressly withdrawn by you.

Applicability of Consent

This E-Sign Agreement applies to the Services, including WealthFlex’s website and mobile Platform.

Electronic Communications

You agree to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Electronic Communications,”) that we provide in connection with the Services and your Accounts. Electronic Communications include, but are not limited to: (a) agreements and policies you agree to (e.g., the WealthFlex Terms and Conditions and our partners’ program disclosures), including updates to these agreements or policies; (b) any periodic or other disclosures; (c) our partner Platforms, Account Adoption Agreements, and Disclosure Documents; (d) Account history; (e) tax reports; (f) customer service communications; and (g) other communications transmitted to you in relation to the Program (as that term is defined in these Terms and Conditions). We may provide these Electronic Communications to you by posting them on the Site, emailing them to you at the primary email address listed in our records, or making them available in the WealthFlex Platform. Communications will be provided online and viewable using in-app display features, browser software, or .pdf files. In such cases, you will be able to print the Electronic Communication and/or have it emailed to you.

Receipt of Electronic Communications; Contact Information

Electronic Communications will be deemed received by you within 24 hours of the time such communication is posted or sent to you. It is your responsibility to keep your primary email address current so that WealthFlex can send you Electronic Communications and you agree to notify WealthFlex promptly of any change to your email address. You agree that if WealthFlex sends you an Electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive Electronic Communications, WealthFlex will be deemed to have provided the Electronic Communication to you. Nonetheless, if we are unable to contact you, we may deem your WealthFlex Account inactive. You may not be able to transact using the Services until we receive a valid, working primary email address from you. If you use a spam filter or similar software that blocks or re-routes emails from senders not listed in your email address book, we recommend that you add WealthFlex to your email address book so that you can receive Electronic Communications by email. You can update your primary email address by email WealthFlex at customerservice@wealthflex.com.

Hardware and Software Requirements

You are responsible for maintaining all software and hardware necessary for receiving, viewing and maintaining record of the Electronic Communications. By your acceptance of this E-Sign Agreement, you represent that you will maintain all hardware and software necessary to receive, view and maintain (including, but not limited to saving and/or printing) any Electronic Communications provided to you. You must have: (a) a valid email address on file with WealthFlex; (b) a computer, mobile device, tablet or similar device with internet access and current browser software and computer software that is capable of receiving, accessing, displaying, and either printing or storing Electronic Communications received from us; (c) and sufficient storage space to save Electronic Communications (whether presented online, in emails or .pdf) or the ability to print Electronic Communications. You acknowledge and agree that some web browsers or portable devices may not be compatible. To use iPhone® and Android™ Platforms, your device must have a data plan and/or your device must be able to access the Internet. Additionally, Adobe® Reader® software is required to read the Account statements and other important notices. WealthFlex supports the two most recent versions of Adobe Reader.

We may revise hardware and software requirements from time-to-time and will notify you if there are any material changes to the hardware or software needed to receive Electronic Communications from us. By continuing with the service, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Electronic Communications for your records. You may print or save a copy of these Electronic Communications for your records as they may not be accessible online or in the Platform at a later date.

You are responsible for the installation, maintenance, and operation of your computer or electronic device. We are not responsible for any errors or failures from any malfunction of your computer or electronic device, for any virus, other problems or changes that may be associated with the use of your computer or electronic device, including, for example, the cost of your Internet service provider.

Additional Copies

Additional electronic copies of any Electronic Communication may be provided to you without charge by contacting WealthFlex within 90 days of the original date of the Electronic Communication. You may also request paper copies of any Electronic Communication within 90 days of the Electronic Communication by contacting WealthFlex customerservice@wealthflex.com, but WealthFlex reserves the right to assess a reasonable fee for providing such paper copies. Although you consent to electronic delivery, WealthFlex or the Custodian (as that term is defined in the WealthFlex Program Agreement) reserves the right to send you paper communications or request that you send paper communications to WealthFlex or the Custodian.

Withdrawal of Electronic Acceptance of Disclosures and Notices

You may withdraw your consent to receiving Electronic Communications at any time by contacting WealthFlex at customerservice@wealthflex.com. Your withdrawal of consent will be effective after we have had a reasonable opportunity to act upon it. If you fail to provide or if you withdraw your consent to receive Electronic Communications, WealthFlex reserves the right to deny your ability to participate in the Program, restrict or deactivate your access to Services, close your Account, or charge you additional fees for paper copies.

TERMINATION OF ELECTRONIC ACCEPTANCE WILL RESULT IN

YOU BEING UNABLE TO USE THE SERVICES.

Federal Law; Termination and Changes

You acknowledge and agree that your consent to Electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), and that you and we both intend that the E-SIGN Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means. We reserve the right, in our sole discretion, to discontinue the provision of your Electronic Communications, or to terminate or change the terms and conditions on which we provide Electronic Communications. We will provide you with notice of any such termination or change as required by law.

If you DO NOT want to consent to electronic delivery of disclosures,

PLEASE EXIT THE PLATFORM NOW.

WealthFlex Terms and Conditions

Please read these entire WealthFlex terms and conditions (these “Terms and Conditions”).

These Terms and Conditions define the relationship between WealthFlex and its affiliates and subsidiaries ( “WealthFlex” or “we” or “us”) and you, the person accessing the WealthFlex website located at www.wealthflex.com (the “Site”) and/or downloading our mobile Platform (the “Platform”) and/or registering for our services (“you” or “your”). You may use the Services (defined below) only if you are age 18 years or older and you can form a binding contract with us and are not a person barred from receiving Services under the laws of the united states or other applicable jurisdiction. If you are accepting these Terms and Conditions on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. If you cannot confirm the foregoing, then may not use the Site, the Platform or Services. You may use the Services, Site, and Platform only in compliance with these Terms and Conditions and all applicable laws and regulations.

We may amend these Terms and Conditions at any time by posting the revised Terms and Conditions on the Site and Platform. We may terminate these Terms and Conditions at any time by suspending or terminating access to the Site, Platform and/or Services and/or notifying you. You can see when these Terms and Conditions were last revised by referring to the “Effective Date” legend in the E-Sign Agreement, below. Your continued use of the Site, Platform or Services after we have posted revised Terms and Conditions signifies your acceptance of such revised Terms and Conditions. No amendment or modification of these Terms and Conditions will be binding unless in writing and signed by our duly authorized representative or posted to the Site and Platform by our duly authorized representative.

Services

By using the Site and/or Platform, you can use our interactive platform to obtain various services (collectively, the “Services”). Our Services allow you to, among other things: participate in a WealthFlex Retirement Account Program (the “Program”); establish a user account on our Site or in our Platform (a “User Account”); open a custodial account with one of our partners that we will facilitate at your direction in accordance with the Program (a “Program Account”); provide information about your retirement accounts; and based on the information that you provide, facilitate a program for you. Unless indicated to the contrary, the term “Accounts” refers to both your User Account and your Program Account, and each of them separately as well. We are always working on new ways to improve our Services. We reserve the right to modify or change our Site, the Platform or any of the Services, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Site, the Platform or any Services. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Site, the Platform or any Services. If you decide to participate in the Program, you must enter into a Program Agreement and an IRA/Solo 401(k) Custody Customer Agreement with the Custodian (collectively, the “Agreements”). You acknowledge and agree that, if you participate in the Program and any term in these Terms and Conditions conflicts with the Agreements, the Agreements shall control over these terms and conditions. Initially capitalized terms not otherwise defined herein have the meaning ascribed to such term in the Agreements.

Compatible Mobile Device Operating System; Mobile Devices Generally

In order to use some of the features of the WealthFlex Platform, you must have a compatible mobile device operating system that meets the specifications established by WealthFlex in its sole discretion, as described in the E-Sign Agreement. In addition to having a compatible mobile device operating system, a mobile device that has been modified contrary to the manufacturer’s or mobile service provider’s software or hardware guidelines, including, but not limited to, disabling hardware or software controls (e.g. “jailbreaking”), is not a compatible device with the WealthFlex Platform for purposes of these Terms and Conditions. The use of any modified mobile device with the Services or WealthFlex Platform is a violation of these Terms and Conditions and is grounds for the immediate termination of your Services, including your WealthFlex Account, by WealthFlex without notice to you in WealthFlex’s sole discretion. You understand and agree you are still subject to the terms and conditions of any agreement you have with any mobile service provider (e.g. AT&T, Verizon, Sprint, T-Mobile, etc.) or any app store or marketplace (e.g. Apple, Inc., or Google, Inc. (Android)), and these Terms and Conditions do not amend or supersede any of those separate agreements. You understand that such services may provide for fees, charges, limitations and restrictions which might impact your use of the Services (e.g. data use charges, etc.), and you agree to be solely responsible for all such fees, charges, limitations and restrictions. You agree that only your mobile service provider is responsible for the performance and operation of its products and services, including your mobile device and the mobile service provider’s own network. You agree to resolve any problems with your mobile service provider without involving WealthFlex; Apple, Inc.; Google, Inc. (Android); or any other operator of an app store or marketplace. You must comply with applicable third party terms when using the Services (e.g., you cannot be in violation of your wireless provider agreement when using the Services.)

WealthFlex Platform and Software

The Services may be utilized through the Internet using your mobile device or through the WealthFlex Platform, which may be downloaded and installed onto your mobile device. Upon downloading the WealthFlex Platform to your mobile device, you will be asked to create a User Account if you have not already created one. You must create a User Account according to the Registration Section, below. If you already have a User Account, you must log-in using your temporary authorization code and PIN to use the Services. You agree that you will download and install any software updates for the WealthFlex Platform as they become available.

Agreement with Respect to Terms and Conditions

These Terms and Conditions constitute a legally binding agreement between WealthFlex and you. You are responsible for regularly reviewing these Terms and Conditions. You can review the most current version of the Terms and Conditions at any time on the http://www.wealthflex.com/terms-of-service/ website. Additional terms, including without limitation those set forth in the Agreements, may govern your use of certain Web pages within the Site or sections within the Platform. In the event that any provision, term or guideline contained on a particular Web page in the Site or section of the Platform conflicts with these Terms and Conditions, the terms of such Web page or section shall control over these Terms and Conditions. You acknowledge that you have read these Terms and Conditions, and accept, understand and will be bound by such Terms and Conditions. You further acknowledge that these Terms and Conditions, together with the Privacy Policy and terms governing any individual Web page in the Site or Platform feature, represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of the Site, Platform, and/or Services.

Privacy Policy and Terms of Service

The information you provide to WealthFlex, including your personal information, is subject to the terms of WealthFlex’s Privacy Policy, which is available at http://www.wealthflex.com/privacy-policy/. By entering into these Terms and Conditions, you represent that you have read, understood and accepted WealthFlex’ Privacy Policy.

You also represent and agree that you have read, understood and accepted at the following, depending on the partner relationship utilized:

  • Adobe, which is available at http://www.adobe.com/legal/terms.html
  • GoldStar Trust Company, which is available at http://www.goldstartrust.com/Policies/PrivacyPolicy.aspx,
  • IRA Services Trust Company, which is available at https://www.iraservices.com/terms-and-conditions
  • Kingdom Trust Company, which is available at https://www.kingdomtrust.com/bin/uploads/2015/05/Traditional-IRA-Custodial-Agreement-Disclosure.pdf

Registration

Certain features or services offered on or through the Site and Platform may require you to open a Program Account and set up a profile, providing certain personally-identifiable information, including, but not limited to, your name, social security number or other tax identification number, address, email address, and certain information about your financial situation and risk preferences (collectively, your “Client Information”). We reserve the right to restrict certain areas of information on the Site and Platform to such registered users. You agree that you will maintain and promptly update your Client Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, Custodian reserves the right to terminate your Program Account and we reserve the right to terminate your User Account and refuse any and all current or future use of the Site and/or Platform by you. We are committed to your privacy, and our Privacy Policy, the terms of which are incorporated herein, explains the policies put in place and used by us to protect your Client Information and your privacy as you visit and use the Site and/or Platform and use our Services.

User Content and Data

Feedback

You may have the opportunity to provide feedback, comments, suggestions, and ideas concerning use of, or suggested improvements or enhancements to the Services, including ideas or inventions collected by WealthFlex (“Feedback”). Feedback may also include your responses to surveys or other reporting. WealthFlex or its authorized Third Party Services may obtain information from you regarding the use of the Services, the Site, or the Platform, including information such as payment transaction data (for pass through to our third-party payments processor), mobile usage or patterns, online or other activities conducted through your use of the Services, Site, or Platform. You agree that Feedback (i) contains your original ideas or invention and is provided by you to WealthFlex without payment or conditions; (ii) once conveyed to WealthFlex, becomes the property and confidential information of WealthFlex; (iii) may be used or distributed by WealthFlex for any purpose in connection with the Services or development of any other product or services, including disclosure of such information to affiliates, subsidiaries or third-party developers and publishers; and (iv) permits WealthFlex to collect and use your personal information (including “nonpublic personal information), in connection with the Program, provided that WealthFlex does not distribute that information to non-affiliated third parties without your permission. You agree that your Feedback is provided gratuitously, unsolicited and without restriction. WealthFlex shall have no duties or obligations with respect to Feedback provided by you. WealthFlex shall be entitled to use and disseminate any Feedback for any purpose, in its discretion, without any compensation to you.

User Generated Data

The Services, including the Site and Platform, may include automatic reporting and other tools that give you the ability to create, post and distribute various forms of content for and in connection with the Program, including but not limited to transaction data, pictures, photographs, videos, and other information, including content generated by you (individually and collectively, “User Generated Data”). You acknowledge that WealthFlex and the other creators of User Generated Data have rights in their respective content under copyright and other applicable laws, and that except as expressly described in this Agreement, such rights are not licensed or otherwise transferred to you. You accept full responsibility and liability for your use of any User Generated Data in violation of any such rights.

You agree that you will not create, transfer, share, send, submit or upload any User Generated Data that:

(a) is protected by copyright, patent, trademark or trade secret or otherwise subject to third-party proprietary rights, including but not limited to rights of privacy and publicity (unless you are or have permission from the rightful owner);

(b) contains fraudulent statements or misrepresentations that could damage WealthFlex or any third party;

(c) contains any statements or materials that disparage, ridicule or scorn WealthFlex or any third party;

(d) is obscene, defamatory, threatening, harassing, predatory, pornographic, hateful, racially or ethnically offensive, or encourages conduct that would violate any law or is otherwise inappropriate;

(e) is an advertisement or solicitation of business; or

(f) is an impersonation of another person.

You agree that WealthFlex is not responsible or liable for User Generated Data submitted or posted by you or by others. WealthFlex expressly disclaims any and all liability in connection with any User Generated Data. WealthFlex has no duty to pre-screen User Generated Data.

WealthFlex has the right to edit, remove, block or refuse to post any submitted User Generated Data from any network or internet site for any reason without prior notice, but assumes no obligation to do so and is not responsible for any failure or delay in doing so.

WealthFlex’ Ownership and Use of User Generated Data

In General

For the purposes of this Program, by posting, transferring, sharing or sending User Generated Data in any manner, you understand that WealthFlex owns all such User Generated Data generated by you, your mobile device, and any other software or hardware utilized in this Program. You understand and acknowledge that the WealthFlex ownership of such data is in exchange for the benefits and value you receive by participating in this Program.

Payment Account Information; Fees and Payment

Retirement Account Owners: Unless your specific WealthFlex Program Agreement states otherwise or you have been granted alternate arrangements, you understand that in order to participate in the Program and use the Services, you will be required to provide WealthFlex’s third party payment processor with your bank account, credit card, debit card or stored value card information (the “Payment Type”) and other financial information necessary to originate, process and settle your payment transactions for the Services. You will also be required to agree to the third party payment processor’s terms of service. You certify that all information that you provide for your preferred Payment Type is accurate. You authorize WealthFlex to initiate, via WealthFlex’s third party payment processor, transactions to your preferred Payment Type account that you designate on the Site in conjunction with your payment for the Services, and this authorization will continue until you either notify WealthFlex of your termination of the use of particular demand deposit account(s), or you cease using the Services. WealthFlex may gather any information considered necessary and appropriate in conjunction with this Program, including consumer credit or business credit information for authentication purposes.

Participating Partner Accounts: If you have a Participating Partner Account and you are paying the fee for your client, unless your specific WealthFlex Program Agreement states otherwise or you have been granted alternate arrangements, you understand that in order for your client to participate in the Program and use the Services, you will be required to provide WealthFlex’s third party payment processor with your bank account, credit card, debit card or stored value card information (the “Payment Type”) and other financial information necessary to originate, process and settle your payment transactions for the Services. You will also be required to agree to the third party payment processor’s terms of service. You certify that all information that you provide for your preferred Payment Type is accurate. You authorize WealthFlex to initiate, via WealthFlex’s third party payment processor, transactions to your preferred Payment Type account that you designate on the Site in conjunction with your payment for the Services, and this authorization will continue until you either notify WealthFlex of your termination of the use of particular demand deposit account(s), or you cease using the Services. WealthFlex may gather any information considered necessary and appropriate in conjunction with this Program, including consumer credit or business credit information for authentication purposes.

 

Fees, Payments, and Refund Policy

User Fees. All new accounts for Services are originally established via an individual retirement account owner’s authorization shall pay all fees specified in WealthFlex Program Agreement. In the event that a retirement account owner’s fees are no longer paid by a Partner and chooses to continue participating in the Program, then the retirement account owner is responsible for payment of all fees. All fees are quoted and payable in U.S. dollars. Except as otherwise specified, fees are based on the Services purchased and not actual usage, fees paid are non-refundable. Cancellation of an account may be subject to additional charges as per the WealthFlex Program Agreement http://www.wealthflex.com/terms-of-service/.  Fees are not prorated, and account holders will not be reimbursed for partial-year usage. Customers may request a refund for an account opened in error.

Fees for the Services are invoiced and charged at the beginning of the billing cycle and such fees will be automatically charged to the Payment Type you have on file with WealthFlex. You are responsible for maintaining complete and accurate billing and contact information with WealthFlex.

Overdue Payments. Any payment not received from you by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at WealthFlex’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

Suspension of Services. If your account is 60 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, WealthFlex reserves the right to suspend the Services provided to you, without liability to you, until such amounts are paid in full.

Taxes. Unless otherwise stated, WealthFlex’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar government assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchase of Services hereunder, excluding taxes based on WealthFlex net income or property. If WealthFlex has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide WealthFlex with a valid tax exemption certificate authorized by the appropriate taxing authority.

Optional Program Authentication and Security Features

During the Program, WealthFlex may make available to you as a Program participant the following optional authentication and security services.

ID or Driver’s License Scan

WealthFlex may offer a method by which to simplify the Program participant’s enrollment and authentication process in the Program by including an ID or driver’s license bar code scan function. If you choose to use this optional function, you are (a) granting explicit authorization for WealthFlex to extract the personal information contained in your ID or driver’s license bare code (such as name, address, age, etc.), and (b) authorizing WealthFlex to share that personal information with its third party vendors for purposes of identity verification and authorization, including, but not limited to, use within WealthFlex’ “know your customer”/customer identification program. Neither WealthFlex nor WealthFlex’ third party vendors will sell, share or otherwise disclose your ID or driver’s license bar code information to any other third parties.

Use and Restrictions

Content and Materials

All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Site or Platform (collectively, “Content”) is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Content, the Site and the Platform are operated and maintained by WealthFlex and its Affiliates, and/or their licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors and others) (collectively, “Licensors and Suppliers”). Except as expressly provided in these Terms and Conditions, no part of the Site, the Platform or the Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Site, the Platform and Services pursuant to these Terms and Conditions, we retain all right, title and interest in and to the Site, the Platform and Services, including all related intellectual property contained therein. Certain features of the Services allow you to upload, post, publish, share, store, or manage data or visual content (“Materials”). By posting or publishing Materials, you represent and warrant to us that you have all necessary rights to distribute such Materials to us, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of such Materials. You hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-paid, exclusive, transferable, sublicensable (as necessary to perform the Services) license to copy, publicly perform, publicly display, publish, distribute, create derivative works of, and use Materials as we deem appropriate to perform the Services and in accordance with these Terms and Conditions. You acknowledge and agree that we will own all right, title, and interest in and to any Materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services. All Materials are the sole responsibility of the person who originated such Materials whether publicly posted or privately transmitted. Any use or reliance on any Content or Materials of other users posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or Materials posted via the Services or endorse any opinions expressed via the Services. You acknowledge that we may enhance, supplement, modify, or remove Content on the Site or Platform at any time for any reason without notice to you, but we shall have no duty to update such Content. You acknowledge that there may be inaccuracies or typographical errors in content on the Site or Platform from time to time and agree that we specifically disclaim all liability for such inaccuracies or errors. You understand that by using the Services, you may be exposed to Materials that might be offensive, harmful, inaccurate or otherwise inappropriate.

We will not provide tax or legal advice with respect to your Program Account. We will not give you legal advice. You agree that none of the content provided through the Platform, the Site, or the Custodian Website is intended as, and shall not be deemed to be, tax or legal advice. You acknowledge that you should consult with a personal tax advisor before making tax-related investment decisions. You agree that neither WealthFlex nor the Custodian shall have any obligation under any of the Agreements to take any action with respect to legal proceedings, including bankruptcy, which may arise regarding securities held or formerly held in your Program Account or regarding the issuer of such securities.

Copyright Policy

We respect the intellectual property of others and ask that users of our Site, Platform and Services do the same. In connection with our Site, Platform and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing Materials and for the termination, in appropriate circumstances, of users of our Site, Platform and Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, Platform and Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing Material removed, email joe@wealthflex.com.

Links to Other Sites

The Site, Platform and Services contain links to other independent third-party web sites, and we provide links to third-party websites as part of the Services (in all cases “Linked Sites”). These Linked Sites are provided solely as a convenience to you and based upon your Client Information or the Content you elect to view. Such Linked Sites are not under our control, and we are not responsible for and do not endorse, monitor, review, investigate, verify, or validate the content of such Linked Sites, including any products, information or materials contained on such Linked Sites. We are not responsible for the accuracy or reliability of any information on the Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. It is your responsibility to evaluate the accuracy, reliability, timeliness, and completeness of the content of these Linked Sites. Some of the content served by us will be from merchant sites, and sales through these sites may generate a commission payable to us. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of third party web sites, including, without limitation, Linked Sites and websites linking to the Site or Platform. You should review applicable terms and policies, including privacy and data gathering practices, of third party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Permitted Uses

Subject to the provisions in these Terms and Conditions, you may use the Site and Platform for non-commercial purposes to: (i) learn about the Program; (ii) methods and algorithms (iii) enter into the Agreements; (iv) open Accounts to participate in the Program; (v)  access and print or download copies of the current version of these Terms and Conditions, the Agreements, and other documentation relating to the Program; and (vi) make such other use of the Site and Platform as we may expressly permit from time to time in furtherance of the objectives and growth of the Program. Subject to these Terms and Conditions, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the Site’s user interface, the Platform and their respective Content and Services in accordance with these Terms and Conditions, and for no other purpose. All rights, title and interest in and to the user interface and Content, including any software, on or through the Site and Platform shall belong to us or our Licensors and Suppliers, including all modifications thereof and enhancements thereto. The Content and user interface made available from, on or through the Site or Platform may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms and Conditions is solely for your personal use (but not for resale or redistribution) as a user of the Site or Platform and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Content and user interface made available from, on or through the Site or Platform. You have no right or claim of right to the Content or any unique ideas found on the Site or Platform. No ownership rights are granted to you hereunder and no title is transferred hereby.

Prohibited Uses

You may not use the Site, Platform or Services for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment, including, without limitation, the laundering of proceeds of any unlawful activity, the financing of terrorism, the commission of fraud or market manipulation, the harassing or making disparaging comments to any user of the Site or Platform. We reserve the right to take preventative or corrective actions to protect ourselves and our users. Your use of the Site, the Platform and Services is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Site, the Platform and Services and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site, the Platform and Services, you may not, except as may be expressly set forth above under “Permitted Uses” (a) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (c) access or use (or attempt to access or use) another user’s Account without permission, or solicit another user’s login information; (d) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, Platform or Services; (f) “frame” or “mirror” any portion of the Site, Platform or Services; (g) use any robot, spider, site search/retrieval Platform or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, Platform or Services; (h) harvest or collect information about or from other users of the Site, Platform or Services; (i) use the Site, Platform or Services for any illegal activity; (j) probe, scan or test the vulnerability of the Site or Platform, nor breach the security or authentication measures on the Site or Platform or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Platform, such as a denial of service attack; (k) send or otherwise post unauthorized commercial communications (such as spam); (l) engage in unlawful multi-level marketing, such as a pyramid scheme; (m) post content that is hateful, threatening or pornographic, incites violence, or contains nudity or graphic or gratuitous violence; (n) access or use any portion of the Content if you are a direct or indirect competitor of WealthFlex, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of WealthFlex; (o) use or distribute any Content, including Content that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; or (p) facilitate or encourage any violations of this Section.

Contact in Event of Unauthorized Transfer

If you believe your mobile device, WealthFlex Account information, and/or User ID or PIN has been lost or stolen, submit an email to: customerservice@wealthflex.com or write to us at:

WealthFlex

40 Lake Bellevue Dr, Suite 100

Bellevue, WA 98005

WealthFlex will not be responsible for any losses arising out of the unauthorized use of your Account and you agree to indemnify and hold harmless WealthFlex and its managing members, officers, equity holders, employees, partners, parents, subsidiaries, agents, affiliates, and licensors (collectively, “Affiliates”), as applicable, for any improper, unauthorized or illegal uses of your Account and as otherwise set forth in these Terms and Conditions.

Warranties, Disclaimers and Limitations of Liability

You’re Warranties

You represent and warrant to WealthFlex that (a) all information, including, without limitation, Client Information, that you provide to us is accurate and truthful, and you will update such information with WealthFlex as soon as it changes, (b) you have the authority to share Client Information with us and to grant us the right to use Client Information as provided in these Terms and Conditions and Privacy Policy, (c) you have the right to grant us the licenses specified in the Section titled “Content and Materials” above, if applicable, (d) your acceptance and use of the Site and/or Platform pursuant to these Terms and Conditions does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound, (e) you will not use the Services in connection with any fraudulent or illegal activity or in any manner which interferes with the operations of the Services, (f) the account with your mobile service provider for the mobile device on which you are using the Services, including the WealthFlex Platform, is current and in good standing, (g) you are at least 18 years of age and have the right, power, and authority to enter into these Terms and Conditions, and (h) the Materials do not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.

Disclaimer of Warranties

Although WealthFlex makes efforts to provide an accurate Site and Platform, the Site and Platform and all respective parts thereof are provided “as is”, “with all faults”, and “as available”. WealthFlex and its Affiliates and their respective managing members, officers, directors, employees and third party suppliers (collectively, the “Company Parties”) disclaim any and all representations, warranties or guarantees of any kind, whether express, implied or statutory, including without limitation (1) as to title, merchantability, fitness for ordinary purposes and fitness for a particular purpose and non-infringement, (2) the quality, accuracy, timeliness or completeness of the site, the Platform and their respective content, (3) those arising through course of dealing, course of performance or usage of trade, (4) the Site and Platform and their respective content conforming to any function, demonstration or promise by any Company Party and (5) that access to or use of the Site, the Platform or their respective Content will be uninterrupted, error-free or completely secure. Any reliance upon the Site, the Platform and their respective Content is at your own risk and WealthFlex makes no warranties. WealthFlex reserves the right to restrict or terminate your access to the Site, the Platform and their respective Content or any feature or part thereof at any time. If you download the Platform or any Content from this Site, you do so at your own discretion and risk. You will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the download of any such Content.

Your reliance upon the information available on the Site or Platform or located through utilization of the Services and your interactions with third-party users identified through the Services is SOLELY AT YOUR OWN RISK. Your interactions with other users or advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other person’s or entity’s use or disclosure of your personally identifiable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of the Services.

You acknowledge that access to the Site, Platform, and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic communications. For instance the Site, Platform, and Services may be limited or unavailable from time to time, including due to systems maintenance or enhancements, usage demands, software or hardware malfunctions, or occurrences beyond the control of WealthFlex and its third parties (including operator errors, market volumes and volatility, power failures, equipment failures, communications failures, natural disasters, terrorist acts, and warfare). We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site, the Platform or Services will be operable at all times or at any particular time or that access will be continuous or uninterrupted.

We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, Platform and Services, or any portion of the Site or Platform; (2) to modify or change the Site, Platform or Services, or any portion of the Site, Platform or Services, and any applicable policies or terms (except as described in the Privacy Policy); and (3) to interrupt the operation of the Site, Platform and/or provision of Services, or any portion of the Site, Platform or Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS AND CONDITIONS.

Limitation of Remedies

In no event shall WealthFlex be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Site, Platform or their respective Content, with the delay or inability to access or use the Site, the Platform or related Services, the provision of or failure to provide services, or for any content, software, products and services made available or obtained through the Site, the Platform or their respective Content, or otherwise arising out of the use or access of the Site, use of the Platform or use of the Services, whether based on contract, tort, negligence, strict liability or otherwise, even if WealthFlex has been advised of the possibility of damages. Any services or content made available or obtained through the use of the Site or the Platform, and all other use of the Site or Platform, is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results therefrom.

If you are dissatisfied with any portion of the site, the Platform or their respective content, or with any of these terms and conditions, your sole and exclusive remedy is to discontinue using the site and uninstall the Platform.

Indemnification

Content and Materials

You will indemnify and hold WealthFlex and its Affiliates harmless with respect to any suits or claims arising out of (i) your breach of these Terms and Conditions, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; (ii) your fraudulent or malicious use of the Site, the Platform and/or Services or your misuse or abuse of the Site, Platform and/or Services; (iii) your violation of applicable laws, rules or regulations in connection with your use of the Site, Platform or Services, or (iv) our use of Materials generated or uploaded by you in accordance with these Terms and Conditions. You agree to indemnify and hold WealthFlex, its third-party vendors, corporate affiliates, directors, officers, employees and agents harmless from any and all claims and demands, including, but not limited to reasonable attorneys’ fees, made by any third-party due to or arising out of any content submitted, posted, or otherwise provided by you to WealthFlex and/or its third party advertisers and any breach by you or your affiliates, employees, agents and representatives of any provisions of these terms and conditions.

Pre-Dispute Arbitration and Applicable Law

You and WealthFlex agree that any controversy or claim between You and WealthFlex, or between You and any of the officers, employees, agents, or affiliated companies of WealthFlex, arising out of or relating to these Terms and Conditions, any of the transactions contemplated under these Terms and Conditions, any of the Services provided pursuant to these Terms and Conditions, any of the discussions or negotiations leading up to the making of these Terms and Conditions, or any relationship that results from any of the foregoing, whether based in contract, or an alleged tort, or on any other legal theory, and whether asserted as an original or amended claim, counterclaim, cross claim, or otherwise, shall be governed by federal law and all applicable substantive laws of the State of Texas (without regard to its conflict of laws principles). Governing Texas law may be supplemented as necessary by federal law. You agree that if there is any inconsistency between the terms of these Terms and Conditions and any applicable law, regulation or rule, the terms of these Terms and Conditions will prevail to the extent any such law, regulation or rule may be modified by agreement.

These Terms and Conditions contain a pre-dispute arbitration clause, which applies to these Terms and Conditions. WealthFlex and you agree as follows:

  • All parties to these Terms and Conditions are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
  • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
  • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
  • The arbitrators do not have to explain the reason(s) for their award 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.
  • The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
  • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
  • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into these Terms and Conditions.

Pre-Dispute Arbitration Clause: All controversies that may arise between you and WealthFlex concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any account, or transaction, or the continuation, performance, interpretation, or breach of these Terms and Conditions, the Agreements, or any other agreement between you and WealthFlex, whether entered into or arising before, on, or after the date the account is opened) shall be determined by binding arbitration through American Arbitration Association. You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

No person shall bring a putative 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 these Terms and Conditions except to the extent stated herein.

To the maximum extent permitted by applicable law, no action, regardless of form, arising out of these Terms and Conditions may be brought by either party more than two (2) years after the claiming party knew or should have known of the cause of action.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and WealthFlex as a result of these Terms and Conditions or accessing or using the Site, the Platform or their respective contents. WealthFlex’s performance under these Terms and Conditions is subject to existing laws and legal process, and nothing contained in these Terms and Conditions is in derogation of WealthFlex’s right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Site and/or Platform or information provided to or gathered by WealthFlex with respect to such use.

Interpretation

If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms and Conditions shall continue in effect. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as otherwise specified in these Terms and Conditions, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following address: 40 Lake Bellevue Dr, suite 100, Bellevue, WA 98005  or via email addressed to: customerservice@wealthflex.com and notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. The Services, Content, other technology we may make available, and derivatives thereof may be subject to laws and regulations of the United States and other jurisdictions. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. We may assign our rights and privileges under these Terms and Conditions (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

The term of these Terms and Conditions will continue for as long as we allow you access to and use of the Site, the Platform and/or Services. Your Accounts participation privileges may be terminated immediately if you fail to comply with these Terms and Conditions. WealthFlex reserves the right to terminate your participation in the Program and Custodian reserves the right to terminate your Program Account at any time without causeSections titled “Content and Materials,” “Warranties, Disclaimers and Limitations of Liability,” “Applicable Law and Jurisdiction,” “Interpretation,” and “Indemnification,” and this Section shall survive any termination or expiration of these Terms and Conditions.

Entire Agreement

These Terms and Conditions and the Agreements represent the entire understanding between you and WealthFlex governing the Services. In the event of any conflict between these Terms and Conditions or the Agreements and the terms of a third-party agreement, the terms of these Terms and Conditions and the Agreements will prevail as between you and WealthFlex.

Questions

Should you have any questions concerning these Terms and Conditions, please contact us at customerservice@wealthflex.com. For an online copy of these Terms and Conditions, please go to http://www.wealthflex.com/terms-of-service/.

Program agreement

WealthFlex

Program Agreement

Program Agreement

By using the WealthFlex Platform (the “Program”) you agree to enter into and agree to be bound by their terms and conditions of the following (collectively, the “Agreements”):

You must read and consider the agreements listed carefully and contact WealthFlex to ask any questions you may have before entering into them. Pursuant to the E-Sign Disclosure and Agreement for WealthFlex’s Website and Mobile Platform (the “E-Sign Agreement”) that you previously executed, clicking that you agree has the same legal effect as signing a paper version of each agreement listed. You acknowledge that these agreements may be amended from time to time and that the amended agreements will be posted on the WealthFlex website. You agree to check the WealthFlex website for new versions of these agreements. You agree that, by keeping your WealthFlex account or using services provided in the program without objecting after WealthFlex posts a new version of an agreement listed above on the WealthFlex website, you will agree to and accept all terms and conditions of any amended agreement, including any new or changed terms or conditions.

  1. Program Structure and Agreements

The Agreements govern the services you will receive when you participate in the Program.

WealthFlex (“WealthFlex”) offers individual retirement account and solo 401(k) account owners a facilitation program that provides an easy way for individuals to regularly invest in alternative investments through is affiliated companies and partners.  WealthFlex interacts with its Clients using a software Platform developed by its parent company, PrimeFund, Inc. (“WealthFlex”). Through information entered by Clients on a mobile or web based platform, The Program gives you access to a combination of services designed to let you do the following, subject to this Program Agreement’s terms and conditions:

  • learn about the process of purchasing, selling, and holding alternative investments in tax advantaged accounts;
  • provide WealthFlex with Client Information about yourself;;
  • establish and routinely contribute to a retirement account in a tax advantageous manner;
  • access data, research and other information to help you manage your account;
  • open an WealthFlex Account and an account with outside Custodians to hold a trust we create for you and cash;

1.1 Custodial Agreements

The default Program Account is a Traditional IRA, but you can also open a Roth IRA or solo (401(k). If the Client is ineligible for a Roth IRA or solo 401(k), the contingent default is a Traditional IRA. Employee has a right to change and manually opt out of the default account type and establish a different type of account.

The IRA Agreement is between the Custodian and you and pertains to the services that the Custodian provides as the IRA custodian for your Program Account. Under the IRA Agreement, and subject to its terms and conditions, the IRA custodian executes transactions on behalf of the Client, keeps all necessary and appropriate records of all actions undertaken in the custodial capacity, and files any reports, such as statements and tax notices, required either by the custodial agreement or the law. It may also be responsible for distributing the IRA’s assets in accordance with the Client’s instructions, and filing the appropriate paperwork. An IRA custodian is not required to give investment or legal advice, though, making it incumbent upon the Client to make sure that all directions given to the Custodian are compliant with the IRS code.

Unless you are a Participating Partner, by agreeing to this Program Agreement, you also agree to the IRA Agreement.

1.3 Definitions

The following initially capitalized terms shall have the following definitions:

ACH Operator means a bank or other vendor that WealthFlex engages from time to time for you to use when you use the Automated Clearing House payment system to transfer money to or from the Custodian.

Agreements refer collectively to this Program Agreement, and the IRA/solo 401(k) Agreements.

Platform means the software and technology that WealthFlex provides to let you access the Portfolio Selection Tool and information about your Program Account using an Internet-connected device that is compatible with the Platform.

Business Day means a day when US Banks opens for business during all or part of a day.

Cash  means the money credited to your Program Account. Cash includes money you send to the Custodian.

Client includes Participating Retirement Account Owners, Participating Partner Account Owners and any other person that WealthFlex agrees to provide Services to or otherwise enrolls in the Program.

Client Information means all information about you, including information about your identity, email address, physical address, location, nationality, citizenship, tax residency, financial situation, investment objectives, that you supply WealthFlex through the Platform or otherwise through the WealthFlex Website or that you supply the Custodian through the Custodian Website.

Continuing Participant means a retirement account owner who has opted to remain in the Program despite either terminating its partner with Partner Account participation in the Program.

Custodian means the financial institution chosen by WealthFlex to act as custodian of the Program Accounts, which may change from time to time.

Deposit means a transfer of money to the Custodian and the crediting to your Program Account by the Custodian of the money the Custodian receives.

WealthFlex Website means www.wealthflex.com, and other application sites which WealthFlex operates and maintains.

WealthFlex means PrimeFund Inc., a Delaware corporation.

Indemnified Persons means affiliates, officers, directors, employees, representatives, successors, assigns, and authorized agents of either WealthFlex or the Custodian.

IRA Agreement refers to the agreement between you and the Custodian establishing your Program Account, if applicable.

Privacy Policy means collectively (i) the Privacy Policy of WealthFlex and the Custodian, which is available from time to time on the WealthFlex Website and the Custodian Website, and (ii) the Privacy Policy available through the Platform.

Program means the WealthFlex Employer Sponsored Retirement Savings Plan Program provided for in the Agreements.

Program Agreement means this WealthFlex Program Agreement between WealthFlex, the Custodian, and you.

Program Participant means Participating Retirement Account Owner or a Participating Partner Account Owner.

Tax Form means a statement that we required to provide you in a form specified by the Internal Revenue Services for tax reporting purposes. Examples are statements on Form 1099-R.

Terms and Conditions mean any written terms or conditions that WealthFlex, the Custodian, or the parent company of WealthFlex requires you to abide by when using the Platform, the Portfolio Selection Tool, and the Websites. The Terms and Conditions include without limitation any written terms or conditions that WealthFlex, the Custodian, or the parent company of WealthFlex requires you to agree to before loading the Platform or before accessing either of the Websites.

Websites means the WealthFlex Website and the Custodian Website.

Withdrawal means a transfer of Cash disbursed from your Program Account pursuant to a Withdrawal Request.

Withdrawal Request means a communication you send WealthFlex through the WealthFlex Website or Mobile Platform requesting that WealthFlex instruct the Custodian to disburse the requested amount.

1.4 Warranties, Representations and Acknowledgments

Neither WealthFlex, WealthFlex, nor their affiliates are providing tax or legal advice. I have been advised to and afforded the opportunity to seek the advice and counsel of my own tax and financial advisers. Moreover, they do not warrant, represent or otherwise guarantee that a Simplified Employee Pension (“SEP”) plan (or any other type of plan that WealthFlex may offer) is compliant with the Internal Revenue Code or the Employee Retirement Income Security Act of 1974 (“ERISA”), in form or function.

  1. Fees

WealthFlex reserves the right to waive any fees associated with the Program at its sole discretion. The Fee is payable in advance and absent a default or termination on your part, will not be deducted from your Program Account. Expenses that are excluded from the fee and for which Clients are independently responsible, if incurred, are listed on Attachment B, attached hereto and incorporated herein by reference as if fully restated herein.

You acknowledge that WealthFlex designed the Program with investing in alternative investments in mind and that the fee structure might not be economical or appropriate for individuals looking to make few or infrequent small-dollar investments.

  1. Websites and Platforms
    3.1 Privacy and Data Security

The information you provide to WealthFlex, including your personal information, is subject to the terms of WealthFlex’ Privacy Policy, which is available at http://www.wealthflex.com/terms-of-service/. By entering into the Agreement, you represent that you have read, understood and accepted WealthFlex’ Privacy Policy.

3.2 Terms and Conditions

You acknowledge receipt of the Terms and Conditions, which apply to the Platform, the Portfolio Selection Tool, and the Websites and agree to adhere to the Terms and Conditions throughout your participation in the Program.

  1. Client Information

You acknowledge and agree that, subject to the terms and conditions of the Agreement, WealthFlex relies on the Client Information to provide the Services. You further acknowledge and agree that WealthFlex shares some or all of the Client Information with the Custodian and that, subject to the terms and conditions of the Agreement, the Custodian relies on such Client Information to perform certain compliance functions including verifying your identity for anti-money laundering purposes and confirming that United States firms like WealthFlex are permitted to provide you with services under applicable United States economic sanctions against various countries, individuals and organization.

You represent and warrant to WealthFlex and the Custodian that all Client Information you supply is true, accurate, complete, and current. Without limiting the generality of the preceding sentence, you represent and warrant that you are not insolvent. You agree to update any Client Information you provided WealthFlex or the Custodian that is no longer accurate promptly using the WealthFlex Website. You agree to indemnify and hold WealthFlex, the Custodian, and the other Indemnified Persons harmless from any and all damages resulting from or relating to your failure to provide true, accurate, complete, and current Client Information or to update Client Information.

  1. Source of Funds

You represent and warrant that none of the money you invest in the Program comes from, or will be used to promote the conduct of, any crime or other illegal activity. You covenant not to invest any money in the Program that comes from, or that will be used to promote the conduct of, any crime or other illegal activity. You represent that no individual or entity has an interest in any money you use for Deposits or in any money or securities in your Program Account other than you or any other individual you have disclosed to WealthFlex using the account opening functionality of the Platform.

  1. Electronic Delivery Consent

You have previously agreed to receive disclosures and communications electronically, pursuant to the E-Sign Agreement. In addition, you agree that:

  • You will notify WealthFlex promptly of any change to your email address or physical address.
  • You will provide and update Client Information electronically using the Platform.
  • You may access statements, confirmations, Tax Forms, and the current Agreements electronically through the Websites.
  • The Custodian will provide you confirmations by sending you emails that contain uniform resource locator (URL) links to your confirmation information.
  • The electronically stored copies of the Agreements are the enforceable, true, complete record of each of the Agreements, which can be admitted as evidence or otherwise used in arbitration, litigation, administrative or other legal or regulatory proceedings as if they were originally produced and then kept in paper form. You will not object to or challenge the enforceability or use of the electronically stored copies of the Agreements.
  • You will check the WealthFlex Website and Platform regularly for communications from WealthFlex, including electronic notices that any of the Agreements have been amended in accordance with Section 10.10 below.
  • You will need a computer with a browser and access to the Internet to access Tax Forms on the Websites.
  1. Investment Risks 
    You acknowledge that:
  • By participating in the Program you may lose opportunities to make other investments and to realize gains from such other investments.
  • Data provided by WealthFlex or the Custodian may not be free from error or inaccuracies.
  • Investments in the Program are not guaranteed by the Federal Deposit Insurance Corporation, any bank, or any government.
  1. Term

8.1 Effective Date

The Agreements become effective the date you open an account.

8.2 Suspension of Services

You agree that WealthFlex, the Custodian, and any of their affiliates or contractors may suspend the provision of services to you or delay, limit, restrict, or refuse any transaction for you at any time for any length of time without prior notice to you if either WealthFlex or the Custodian believes in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or avoid, violating any law or regulation applicable to WealthFlex, the Custodian, or a transaction relating to the Program; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over WealthFlex, the Custodian, or a transaction relating to the Program; (iii) to avoid a loss to WealthFlex or the Custodian; (iv) to remediate or otherwise to address problems with technology; (v) due to interruptions in the access to or operation of any technology that WealthFlex or the Custodian directly or indirectly use in connection with the Program; or (vi) to prevent a breach or violation of any term, condition, or other provision of any of the Agreements.

8.3 Termination

You, WealthFlex, or the Custodian may close your Program Account and terminate the Agreements at any time for any reason by sending a request to close your account by email to customerservice@wealthflex.com or by mailing a signed written request, provided that:

  • if you terminate any of the Agreements, you will be deemed to simultaneously terminate all of the Agreements;
  • pending when WealthFlex sends or receives a request to close your Program Account; and
  • WealthFlex and/or the Custodian will, before closing your Program Account, deduct any unpaid fees owed for irregular services.

If you request to close your Account, WealthFlex will initiate a Fee or other fees due.

  1. Liability

9.1 General Limitation

Subject to federal and state securities laws and Section 9.4 below, you agree that WealthFlex, the Custodian, and their officers, directors, and employees shall not be liable under any of the Agreements for their actions or omissions absent their gross negligence, willful misconduct, or violation of applicable law. Neither WealthFlex nor the Custodian shall be liable for damages (including losses, lost opportunities, and lost profits) relating to differences between projected or potential performance and actual results. Without limiting any other indemnity provision of the Agreements, you shall indemnify and hold harmless WealthFlex, the Custodian, and the Indemnified Persons from any loss, damage, or liability arising out of any transaction in which WealthFlex acts directly or indirectly or the Custodian acts directly or indirectly as your agent, absent any willful or grossly negligent conduct by WealthFlex, the Custodian, or the applicable Indemnified Person.

9.2 Independent Contractors

Neither WealthFlex nor the Custodian shall be liable for the acts or omissions of their vendors or other contractors, including the ACH Operator.

9.3 Automated Clearing House (ACH) Transactions

You agree to be bound by the National Automated Clearing House Association (“NACHA”) operating rules and any applicable local ACH operating rules. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your Funding Account or in payment instructions to make a Deposit may result in an ACH transfer being rejected, lost, posted to an incorrect account or returned to the originating bank without notice to you. You agree that WealthFlex may request and the ACH Operator or Custodian may make ACH transfers for Withdrawals solely by reference to the account number of the recipient. WealthFlex, the Custodian, and the ACH Operator shall not be obligated by any provision of any of the Agreements to determine whether there is a discrepancy relating to names or account numbers in transfers between your Program Account and your Funding Account. You agree to indemnify and hold WealthFlex, the Custodian, and the other Indemnified Persons harmless from any and all damages resulting from or relating to any mismatched, incorrect, or incomplete identifying information regarding your Deposits or Withdrawals. You agree that processing of ACH transfers for Deposits or Withdrawals may be delayed for five Business Days or longer. If you believe a transfer has not been properly credited to you, you agree to notify WealthFlex promptly. You agree that money transferred may not be reflected in a Deposit credited to your Program Account available during delays. You agree that, notwithstanding anything to the contrary in any of the Agreements, WealthFlex and the Custodian shall not be liable for ACH transfer processing delays, any act or omission of, including without limitation any overdraft or other fee charged by any financial institution, or for any act or omission of any service provider or vendor of any such financial institution. Any credit resulting from an ACH transfer associated with a Deposit is provisional until the Custodian receives payment. Without limiting any other rights of WealthFlex or the Custodian to delay a Withdrawal or deny a request for a Withdrawal, WealthFlex and the Custodian reserve the right to delay or prevent a Withdrawal of the proceeds of any Deposit pending verification of final payment. If the Custodian does not receive final payment, or if your Program Account has been credited by mistake, you authorize WealthFlex to instruct the Custodian to reverse the credit to your Program Account or will otherwise reimburse the Custodian if assets in your Program Account are not sufficient.

9.4 Securities Laws

Notwithstanding anything in this Section 9 or any other provision in any of the Agreements, nothing in any of the Agreements shall limit in any way or waive any of your rights under federal or state securities laws.

  1. Miscellaneous 
    10.1 Governing Law

The Agreements shall be construed under Washington law, which shall govern as if they were entered into in the State of Washington.

10.2 Entire Agreement

You acknowledge and agree that the Agreements, as they may be amended from time to time in accordance with their terms, constitute the entire and final understanding with respect to the Agreements’ subject matter. You acknowledge and agree that the Agreements supersede any previous agreements with WealthFlex or the Custodian.

10.3 Dispute Resolution

This Program Agreement contains a pre-dispute arbitration clause, which applies to this Program Agreement. By signing this Program Agreement, WealthFlex and you agree as follows:

  • All parties to this Program Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
  • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
  • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
  • The arbitrators do not have to explain the reason(s) for their award 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.
  • The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
  • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
  • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Program Agreement.

Pre-Dispute Arbitration Clause: All controversies that may arise between you and WealthFlex 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 WealthFlex, whether entered into or arising before, on, or after the date this account is opened) shall be determined by binding arbitration through the American Arbitration Association You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

No person shall bring a putative 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 Program Agreement except to the extent stated herein.

10.4 Severability

If any provision of any of the Agreements is held unenforceable or invalid under any law, rule, or administrative or judicial order or decision, that holding shall not alter the enforceability or validity of the Agreements’ remaining provisions.

10.5 Interpretation

Headings in the Agreements are descriptive and for convenience only. The headings shall not be construed as altering the scope of the rights and obligations created by the Agreements’ terms and conditions. Defined terms shall have their assigned meanings wherever used in any of the Agreements, regardless of whether defined in Section 1.3 of the Program Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word “including,” as used in any of the Agreements, shall be construed as introducing examples of a category without limiting such category and shall therefore be construed as if the word “including” were replaced with the phrase “including but not limited to” or “including without limitation.” No course of dealing between you and WealthFlex or between you and the Custodian, nor any delay by WealthFlex or the Custodian in exercising any rights or remedies under any of the Agreements, shall be deemed to be a waiver of any such rights or remedies. Any such right or remedy may be exercised as often as WealthFlex or the Custodian may determine in its sole discretion.

10.6 Notice

Pursuant to the E-Sign Agreement you previously executed, you acknowledge that the usual way WealthFlex and the Custodian will provide you notice under any of the Agreements, including notices of new versions of any of the Agreements when modified pursuant to Section 10.10 below, is by posting such notices on the WealthFlex Website. You agree to check the WealthFlex Website and the Platform frequently. If required by applicable law or if they decide in their sole discretion, WealthFlex and the Custodian will provide you with notices by other means, including emails linking to the WealthFlex Website or Platform, other emails, and traditional mail.

10.7 Geographic Scope of Program

You acknowledge that the Program is intended for natural persons who are citizens or other lawful residents of the United States and who are located in the United States and that neither WealthFlex nor the Custodian intend to offer the Program, any services, or any other products outside the United States. You acknowledge that WealthFlex and the Custodian do not offer the Program to non-resident aliens subject to tax withholding. Neither WealthFlex nor the Custodian represent or warrant that any aspect of the Program, including information available from the WealthFlex Website or the Platform, complies with any law or regulation of any jurisdiction outside the 50 United States. You represent and warrant that you are a lawful resident of and located in the United States and that you have been lawfully issued by the government of the United States the social security number or tax identification number you provided when applying for your Program Account using the account opening functionality in the Platform.

10.8 Authority

You represent and warrant that you have the full power and authority to enter into each of the Agreements. You certify that you are of legal age to enter into contracts in the state where you live. You agree that, when you sign below, the Agreements will have been duly authorized and will be binding. You acknowledge that you are solely responsible for carefully reviewing and understanding all terms and conditions of the Agreements.

10.9 No Conflict

You represent and warrant that no term of any of the Agreements conflicts with or violates any duty you have under any law, regulation, or agreement.

10.10 Amendment

WealthFlex or the Custodian may amend this Program Agreement from time to time by adding, revising, or deleting any terms or conditions. Nothing in this Program Agreement shall be deemed waived or amended without the prior express written consent of WealthFlex or the Custodian executed by a duly authorized representative of WealthFlex or the Custodian. WealthFlex may amend the Agreement in accordance with the terms and conditions. Although WealthFlex or the Custodian may email you from time to time about changes to the Agreements, the regular way for WealthFlex and the Custodian to notify you of amendments is to post notice on the Websites and/or the Platform and update the current version of the Agreements, which will be available on the WealthFlex Website and the Platform, subject to the WealthFlex Terms and Conditions, for you to access, download, review, print, and retain.

10.11 Assignment

You may not assign your rights or obligations under any of the Agreements without the prior express written consent of WealthFlex and the Custodian. WealthFlex may assign its rights or obligations under this Program Agreement. The Custodian may assign its rights or obligations under this Program Agreement.

Electronic Signature

Participating in the Program requires having carefully reviewed this Program Agreement, including the pre-dispute arbitration clause in section 10.3 of this Program Agreement.

ATTACHMENT A

WealthFlex

By participating in the Program, you agree and hereby enter into this WealthFlex Agreement (this “Agreement”) with WealthFlex (“WealthFlex”) which comes into effect when you enroll in the Platform (the “Program”).

The terms and conditions of the Program Agreement, including the Pre-Dispute Arbitration Clause in Section 10.3 of The Program Agreement, are incorporated into this Agreement.

All capitalized terms herein that are defined in the Program Agreement shall have the meanings assigned in the Program Agreement.

If any term or condition of this Agreement is deemed to conflict with a term or condition of the Program Agreement, this Agreement shall control.

Fees that can be charged in additional to the setup fee and annual custodial fees are:

  • Close out fee in the first year- $150, after the first year is $50 •  Wells Fargo® currently provides a checking account with no annual fee if there is a minimum of $1,500 in cash in the account.  There is a $10 monthly fee for accounts holding less $1,500 in cash. There is no fee for savings accounts.  It is your choice of what type of account/accounts you have opened at Wells Fargo  •   Your other IRA other custodians may charge you a close out fee or a wire fee •   After two transfers into a single WealthFlex IRA or 401(k), WealthFlex may charge a $50 fee per additional transfer, but we don’t have any plans to right now •  The program includes regular processing of transfers, but if you would like to expedite the transfer of your account wires between institutions can be requested instead of checks or ACH transfers.  In those occasions, we may pass on wire fees charged to us to your account.  You also may have an account outside of the Platform and that institution may charge you a wire fee.

Your Program Account constitutes a qualified account for tax purposes. Accordingly, if you access those funds you may trigger a taxable distribution with adverse tax consequences. Moreover, if you withdraw those funds before the age of 59-1/2, you may incur penalties in addition to tax liabilities.

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