Terms and Conditions

UNest Membership Terms and Conditions

UNest Advisers, LLC, a Delaware limited liability company (“UNest Advisers”), is an internet investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”). UNest Securities, LLC, a Delaware limited liability company (“UNest Securities”), is an affiliate of UNest Advisers and is a broker-dealer registered with the SEC and a member of FINRA and SIPC. UNest Insurance, LLC, a Delaware limited liability company (“UNest Insurance”), is a licensed life insurance producer. UNest Advisers, UNest Securities, and UNest Insurance are wholly owned subsidiaries of UNest Holdings, Inc., a Delaware corporation (“UNest Holdings” and, together with its subsidiaries, “UNest,” “we,” “us,” or “our”).

UNest Advisers provides discretionary investment advisory services pursuant to the terms of a separate investment advisory agreement (the “Advisory Agreement“).

The section below, entitled “Dispute Resolution; Binding Arbitration,” requires all claims to be resolved by way of binding arbitration. The section below, titled “Class Action Waiver,” contains a binding class action waiver. Please review both sections carefully, as they affect your legal rights.

Your Eligibility to Use the UNest Platform

When you access our website at https://unest.co (the “Website“), our mobile application (the “UNest App“), and our other online services and websites (collectively, with the Website and UNest App, the “UNest Platform“), you are agreeing to be bound by the following membership terms and conditions (these “Membership Terms“), as well as the terms of our Privacy Policy (available here: UNest Privacy Policy) all of which may be modified from time to time without notice to you. Please review them carefully.

Any non-public portions of the UNest Platform are intended solely for use by individuals who have an active UNest membership (a “Membership“) through UNest Holdings. A Membership to the UNest Platform provides for access to, among other products, features and services, financial literacy content, for educational purposes only, gifting, rewards, and other features through the UNest App, investment accounts through UNest Advisers and UNest Securities, and life insurance products through UNest Insurance.

UNest offers multiple membership plans (“Membership Fee”) with different features and pricing. Your selected plan will determine the applicable Membership Fee. Current plans include Starter Monthly at $4.99/month, Starter Annual at $39.99/year, Plus Monthly at $9.99/month, and Plus Annual at $79.99/year. Full details on each plan can be found at https://unest.co/pricing. The Membership Fee is generally deducted from a linked bank account or other payment source you identify during onboarding. If no valid payment source is available, or if there are insufficient funds, we may deduct the Membership Fee from your investment account(s). If your Membership is canceled or terminated, we reserve the right to liquidate your investment positions, distribute the proceeds to you, and close your accounts.

The UNest Platform is intended solely for use by individuals who are age 18 or older. Any access to or use of the UNest Platform by individuals under age 18 is unauthorized, unlicensed, and in violation of these Membership Terms. By accessing or using the UNest Platform, you represent and warrant that you are 18 or older.

The UNest Platform is intended solely for use by individuals located in the United States. UNest makes no representation that the UNest Platform is suitable or available for use outside of the United States or that accessing the UNest Platform from locations outside the United States is legal or permissible under local law.

The UNest Platform is for Educational Use Only

The information available on the public portions of the UNest Platform (e.g., the “Blog”, pages of our Website or any other sections of the UNest Platform that are available to persons who are not clients of UNest) are provided for educational purposes only and are not intended to provide legal, tax, or financial planning advice. In using the publicly available portions of the UNest Platform, you agree that you are responsible for your own investment research and decisions, that you will not rely on the UNest Platform as the primary basis for your investment decisions, and, except as otherwise provided herein, UNest will not be liable for any actions you take based on information you receive via the publicly available portions of the UNest Platform.

Access to the UNest Platform

UNest reserves the right at any time, in its sole discretion, to deny you access to the UNest Platform or any portion of the UNest Platform without prior notice and without reason. For the avoidance of doubt, your access to and use of the publicly available portions of the UNest Platform shall be governed by these Membership Terms. The provision of any investment advisory services to you shall be governed by your Advisory Agreement. Notwithstanding the foregoing or anything else in these Membership Terms to the contrary, in the event of any conflict between these Membership Terms and your Advisory Agreement, as applicable, shall control.

Accessing External Links

Where the UNest Platform links to content created by third parties unaffiliated with UNest, we are not responsible for such content and do not endorse or approve it. Any such content may contain terms and conditions, privacy provisions, confidentiality provisions, or other provisions that differ from these Membership Terms. UNest assumes no responsibility or liability whatsoever for the accuracy, reliability, or opinions contained in such third-party content. If you decide to access such content, you do so at your own risk.

Conditions of Use

You agree that you will comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements. You further agree that you will use the UNest Platform solely for your personal, non-commercial use and will not attempt to interfere with the functioning of the UNest Platform in any way.

Access and Interference

You agree not to:

• use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the UNest Platform or any portion of the UNest Platform other than via software that sends queries to the UNest Platform to index or rank a website for search and location purposes, without our express written consent, which may be withheld in our sole discretion;
• use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the UNest Platform, other than the search engines and search agents available through the UNest Platform and other than generally available third-party web browsers;
• post or transmit any file which contains viruses, worms, Trojan horses, or any other contaminating or destructive features or that otherwise interfere with the proper functioning of the UNest Platform;
• attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the UNest Platform; or
• attempt to access or use password-protected or other secure areas of the UNest Platform unless you are an authorized user.

Copyright and Other Intellectual Property

The UNest Platform and all content and other materials on the UNest Platform, including, without limitation, the UNest logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the “Platform Materials“) are the proprietary property of UNest or our licensors or users and are protected by U.S. and international copyright laws and treaty provisions, trademarks laws, and other proprietary rights laws. UNest also owns a copyright in the selection, coordination, and arrangement of the Platform Materials.

The Platform Materials are provided by UNest only for lawful use by UNest clients and, with respect to Platform Materials available on the public portions of the UNest Platform, members of the general public. The Platform Materials may not be copied, republished, incorporated into another website or reproduced (whether by linking, framing, or any other method), transmitted, distributed, uploaded, posted, used to create a derivative work, or exploited in any other way without the express prior written consent of UNest. Use of the UNest Platform does not grant users any right, title, or interest in the Platform Materials.

Any use of the Sites or the Site Materials other than as specifically authorized herein without the prior written permission of UNest is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time.

Digital Millennium Copyright Act

Pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA“), UNest will respond expeditiously to notices of alleged copyright infringement on the UNest Platform that are reported to UNest’s Designated Copyright Agent identified below.

UNest prohibits copyright infringing activities on the UNest Platform and will, if properly notified of infringing files, expeditiously remove or disable access to such files. Upon receipt of the Notice, UNest will take whatever action, in its sole discretion, it deems appropriate, including removing or disabling access to the material without prior notice, to the extent it is technologically possible, given the nature of the UNest Platform.

Notice: If you are a copyright owner or agent thereof, please report alleged copyright infringements taking place on or through the UNest Platform or other UNest services by completing a DMCA notice of alleged infringement (a “Notice“) and delivering it to UNest’s Designated Copyright Agent. Upon receipt of a Notice, UNest will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the UNest Platform. UNest will make best efforts to review the Notice as soon as possible and to promptly remove or block access to the content, so long as all the required information is included in the Notice.

Please provide the following information to our Designated Copyright Agent:

• Identify the copyrighted work claimed to have been infringed, or if multiple copyrighted works on the UNest Platform are covered by this Notice, a representative list of the copyrighted works that are claimed to have been infringed.
• Identify the material or activity claimed to be infringing or to be the subject of infringing activity and provide information reasonably sufficient to locate the material, including, at minimum, if applicable, the URL.
• Include a short explanation of how the content infringes your rights.
• Provide information reasonably sufficient to permit us to contact you, such as a mailing address, telephone number, and, if available, email address.
• Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

• Sign the Notice by providing a physical or electronic signature along with your full legal name.

Counter Notice: Once an appropriate Notice is received, UNest will follow the procedures provided in the DMCA, which set forth a notice and takedown process, subject to the alleged infringer’s right to submit a counter-notification (a “Counter-Notice“) claiming lawful use of the copyright or other intellectual property interest that is allegedly infringed. Please note that any Notices or Counter Notices received may be sent to UNest’s legal advisors.

Any Counter Notice should include the following:

• Your name, address, telephone number, and email address.
• An identification of the material that UNest has taken down.
• A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification.
• A statement that you consent to the jurisdiction of the U.S. District Court for the federal district in which you reside or the jurisdiction of the U.S. District Court for the Central District of California if you reside outside the United States and that you will accept service of process from the complaining party or its agent in the event that a lawsuit is filed against you from the complaining party or its agent in the event that a lawsuit is filed against you relating to such content.
• Your physical or electronic signature.

UNest’s Designated Copyright Agent:

UNest Holdings, Inc.
221 S 2nd Street
Laramie, Wyoming 82070
support@unest.co

Trademarks. The UNest logo and any other product or service name, or slogan contained in the Sites are trademarks of UNest and its suppliers or licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of UNest or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “UNest” or any other name, trademark, or product or service name of UNest without our prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of UNest and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Sites are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by UNest.

Hyperlinks. You are granted a limited, non-exclusive right to create a text hyperlink to the Sites for non-commercial purposes, provided such link does not portray UNest or any of its products and services in a false, misleading, derogatory, or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any offensive material, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a UNest logo or another proprietary graphic of UNest to link to the Sites without the express written permission of UNest. Further, you may not use, frame, or utilize framing techniques to enclose any UNest trademark, logo, or other proprietary information, including the images found at the Sites, the content of any text, or the layout/design of any page or form contained on a page on the Sites without UNest’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of UNest or any third party.

UNest makes no claim or representation regarding and accepts no responsibility for the quality, content, nature, or reliability of third-party Web sites accessible by hyperlinks from the Sites or Web sites linking to the Sites. Such sites are not under the control of UNest, and UNest is not responsible for the contents of any linked site or any link contained in a linked site or any review, changes, or updates to such sites. UNest provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by UNest of any site or any information contained therein.

Third-Party Products and Services. UNest Holdings, Inc. may provide or allow users to provide information about or links to third-party products or services on the Sites. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third party. UNest is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-UNest advertisers or third-party information on the Sites.

User Content and Interactive Services or Areas.

The Sites may include interactive areas or services (“Interactive Areas”), such as forums, chat rooms or message boards, online hosting or storage services, or other areas or services in which you or other users create, post, or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code or other items or materials on the Sites (“User Content”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Sites any User Content that (i) is unlawful, libelous, defamatory, obscene, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (ii) that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; (iii) that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary rights of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content; (iv) that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; (v) that constitutes (a) unsolicited promotions, political campaigning, advertising or solicitations; (b) private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or (c) viruses, corrupted data or other harmful, disruptive or destructive files; and (vi) that, in the sole judgment of UNest, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Sites, or which may expose UNest or its users to any harm or liability of any type.

You further agree that you are solely responsible for your conduct while on the Sites, and you agree that you will not do any of the following in connection with the Site or its users: (i) use the Site or the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site or that could damage, disable, overburden or impair the functioning of the Site in any manner; (ii) impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity; (iii) cheat or utilize unauthorized exploits in connection with the Service; (iv) stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users; (v) send any unsolicited commercial messages; (vi) use the Site or the Service for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms of Use; or (vii) circumvent or attempt to circumvent any filtering, security measures or other features UNest may from time to time adopt to protect the Sites, its users or third parties.

UNest takes no responsibility and assumes no liability for any User Content posted, stored, or uploaded by you or any third party or for any loss or damage thereto, nor is UNest liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, or profanity you may encounter. Your use of Interactive Areas is at your own risk. Enforcement of the user content or conduct rules set forth in these Site Terms is solely at UNest’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Sites will not contain any content prohibited by such rules. As a provider of interactive services, UNest is not liable for any statements, representations, or User Content provided by its users in any public forum, personal home page, or other Interactive Area. Although UNest has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, UNest reserves the right and has absolute discretion to remove, screen, or edit any User Content posted or stored on the Sites at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sites at your sole cost and expense. Any use of the Interactive Areas or other portions of the Sites in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Sites.

If you post User Content to the Sites, unless we indicate otherwise, you grant UNest and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media on or in connection with the Sites and the promotion thereof. You grant UNest and its affiliates and sublicensees the right to use the name that you submit in connection with such content if we choose. You understand and agree that the use of your or other users’ name, likeness, voice, or identity in connection with various features on the Sites does not imply any endorsement of such feature or of the Sites of UNest unless explicitly stated otherwise. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Sites; (b) the User Content is accurate and not misleading, and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

Registration Data. Account Security. In consideration of your use of the Sites, you agree to (a) provide accurate, current, and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to UNest, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to UNest. You are responsible for maintaining the confidentiality of any account information, user names, logins, passwords, and security questions and answers that you use to access any page or feature on the Sites and for logging off of your account and any protected areas of the Sites. Further, you are fully responsible for all activities occurring under your accounts, user names, logins, passwords, and security questions and answers resulting from your negligence, carelessness, misconduct, or failure to use or maintain appropriate security measures. If you become aware of any suspicious or unauthorized conduct concerning your accounts, user names, logins, passwords, or security questions and answers, you agree to contact UNest immediately. UNest will not be liable for any loss or damage arising from your failure to comply with this paragraph.

International use. The investment advisory services referred to on the Sites are intended to be made available only to U.S. residents. The Sites are not to be a solicitation for or offering of any service or product to any person in any jurisdiction where such solicitation or offering would be illegal.

Because of the global nature of the Internet, you agree to comply with all local rules with respect to your account and your online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access the Sites, including without limitation, all laws, rules, codes, regulations, decrees, acts, orders, directives, legislation, bills, and statutes pertaining to tax, contracts, intellectual property, securities, e-commerce, banking, technology, computers, fraud, and privacy. In addition, you agree to comply with all applicable laws, rules, codes, and regulations regarding the transmission of technical data exported from the United States or cross-border transmission of data including under applicable data privacy laws.

Modifications to the Sites. UNest reserves the right to change any and all content contained in the Sites and to modify, suspend or discontinue the Sites or any Services offered through the Sites or any features or functionality of the Sites or the Services at any time without notice and without obligation or liability to you.

Feedback

Your feedback is welcome and encouraged. You may submit feedback by emailing us at: support@unest.co. You agree, however, that (i) by submitting unsolicited ideas to UNest or any of its officers, directors, employees, agents, or representatives, by any medium, including but not limited to email, written, or oral communication, you automatically forfeit your right to any intellectual property rights in such ideas, and (ii) such unsolicited ideas automatically become the property of UNest. You hereby assign and agree to assign all rights, title, and interest you have in such feedback and ideas to UNest, together with all intellectual property rights therein. In addition, you warrant that all moral rights in any feedback have been waived, and you do hereby waive any such moral rights.

Disclaimer of Warranties

Your use of the UNest Platform and the personal information you provide is at your sole discretion and risk. The UNest Platform and all materials, information, products, and services included therein are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from UNest.

UNEST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE UNEST PLATFORM, CONTENT, OR USER INFORMATION, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. UNEST DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED:

• REGARDING THE AVAILABILITY, SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE UNEST PLATFORM, CONTENT, OR USER INFORMATION;
• THAT THE UNEST PLATFORM WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED;
• THAT THE UNEST PLATFORM WILL BE FREE FROM ELECTRONIC VIRUSES; OR
• REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED BY UNEST ON THE UNEST PLATFORM, INCLUDING BUT NOT LIMITED TO INFORMATION OBTAINED THROUGH SOCIAL MEDIA.

No advice or information, whether oral or written, obtained by you from the UNest Platform shall create any warranty not expressly stated in these Membership Terms. If you choose to rely on such information, you do so solely at your own risk.

Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

Limitation of Liability

NEITHER UNEST NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL BE LIABLE IN ANY WAY FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE UNEST PLATFORM OR THE USE OF THE UNEST PLATFORM OR A LINKED WEBSITE (INCLUDING BUT NOT LIMITED TO THE DELAY OR INABILITY TO USE THE UNEST PLATFORM OR A LINKED WEBSITE). THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE FORESEEABLE OR WHETHER UNEST HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN NO EVENT SHALL UNEST’S CUMULATIVE LIABILITY TO YOU EXCEED U.S. $100.

Indemnification and Hold Harmless

You agree to indemnify, defend, and hold UNest harmless from any liability, loss, claim, and expense, including attorneys’ fees, related to your violation of these Membership Terms or use of the UNest Platform. Nothing in these Membership Terms shall affect any non-waivable statutory rights that apply to you. UNest reserves the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting UNest’s defense of such matter.

Termination

We may terminate or suspend your access to the UNest Platform, at our sole discretion, at any time for any reason without notice to you. Further, if we believe, in our sole discretion, that a violation of these Membership Terms has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Membership Terms. We may seek to gather information from you if you are (or any other user is) suspected of violating these Membership Terms, and you agree to provide us with such information. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting, publishing, or otherwise making available any user information, emails, or other materials that are believed to violate these Membership Terms.

Any suspension, termination, or cancellation shall not affect your obligations to UNest under these Membership Terms, which are intended to survive such suspension, termination, or cancellation.

Choice of Law

All UNest Platform activity or use and these Membership Terms are governed by the laws of the United States of America and the applicable laws of the State of Delaware, without regard to conflict of law principles.

Dispute Resolution; Binding Arbitration

You and UNest each agree that any claim or controversy that may arise relating in any way to your use of the publicly available portions of the UNest Platform will be determined by binding arbitration administered by JAMS in accordance with the rules and policies of JAMS then in effect. The arbitration will be conducted by a single, neutral arbitrator who will possess the requisite education and expertise in respect of the matters to which the dispute relates. This arbitration agreement includes any controversy involving the performance, construction, or breach of these Membership Terms.

You and UNest each agree that any arbitration shall apply the substantive law of Delaware to all state law claims, that limited discovery shall be conducted in accordance with the rules and policies of JAMS then in effect, and that the arbitrator may not award punitive or exemplary damages.

You understand that you are giving up the right to sue in court, including the right to a trial by jury. You understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law.

Any award of the arbitrator will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys’ fees, or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.

You agree that any arbitration hearing will be held in the State of California.

You agree that this agreement to arbitrate shall be binding on you, your heirs, administrators, representatives, executors, successors, and assigns.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between you and UNest, individually. To the full extent permitted by applicable law, you agree that (i) no arbitration or proceeding shall be joined with any other, (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action basis or to utilize class action procedures, and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. You agree that you may bring claims against UNest only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You understand that you are giving up the right to arbitrate or litigate on a class basis.

Waiver and Severability of Membership Terms

Any waiver of any provision contained in these Membership Terms must be in writing and signed by UNest, and shall not be deemed to be a waiver of any other right, term, or provision of these Membership Terms. If any provision in these Membership Terms is determined to be wholly or partially invalid, illegal, or unenforceable, such provision shall be enforced to the extent it is legal and valid, and the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

Assignment of Membership Terms

You may not assign these Membership Terms (by operation of law or otherwise) without the prior written consent of UNest, and any prohibited assignment will be null and void. UNest may assign these Membership Terms or any rights hereunder without your consent.

UNest Platform and Membership Terms Subject to Change

UNest reserves the right to change these Membership Terms by posting revised terms and conditions on its Website. If you don’t agree with these changes, you must stop using the UNest Platform. The information on the UNest Platform is subject to change without notice.

Supersedes Prior Agreements.

This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between You and UNest regarding the use of the UNest platform, including but not limited to any terms previously described in the Program Agreement.

Wireless Carrier Identity Verification Consent

You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to UNest Advisers, LLC, their affiliates, or their service provider for the duration of your UNest membership, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.

Last updated: May 30, 2025

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November 20, 2025

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

1. Defined Terms

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

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

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

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

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

“FINRA” means the Financial Industry Regulatory Authority.

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

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

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

“Program” means the wrap fee program through which UNest offers discretionary investment advisory services. Program also includes the brokerage and other services that UNest may arrange for the Client through UNest Securities and the Clearing Broker.

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

“UGMA” means Uniform Gifts to Minors Act.

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

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

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

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

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

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

2. Scope of Services

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

3. Account Requirements

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

When a beneficiaries social security number is entered:

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

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

(b) The minimum initial and subsequent Account deposit is $25.00. There is no minimum Account size to remain in the Program, however, we reserve the right, in our sole discretion, to terminate inactive Accounts, Accounts with $0.00 balances, or Accounts that have not provided specific Account holder details for a period of 30 days or more. UNest Holdings or its affiliates may assess an annual account maintenance fee of up to $25.00 for accounts with a balance of less than $25.00 that do not have an active UNest Membership.

4. Rebalancing; Dividend Reinvestment

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

5. Membership Fees

(a) You will be charged a wrap fee (the “Membership Fee”) for the services provided through the Program.

Clients who registered on or after November 20, 2025 will be charged a platform fee of $2.00 per account per month, plus 25 basis points annually, calculated on the average daily market value of the account, applied on a monthly basis. UNest does not accept cash, money orders, or similar forms of payment for its engagements, nor do we allow for direct billing. Client’s first billing cycle will commence upon initial investment of assets following execution of this Agreement. All fees deducted will be noted on account statements delivered by Custodian.

Clients who funded their accounts and subscribed prior to November 20, 2025 will continue to be charged the Membership Fee for the Legacy Tiers they previously chose:

The Membership Fee for Legacy Tiers is generally deducted from your Linked Bank Account or identified payment source, however, if you have not identified a Linked Bank Account or there are insufficient funds in your Linked Bank Account, we may deduct the Membership Fee from your Account.

Clients who purchased a Lifetime Membership will continue to receive Membership benefits as long as they remain clients.

The Legacy Tier Memberships are no longer available to new clients as of November 20, 2025.

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

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

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

(e) Membership Fees are non-negotiable and applied uniformly to all clients within the same pricing tier or structure. However, we may, at our discretion, offer promotional pricing, fee waivers, credits, or other incentives to certain clients from time to time. Promotional offers may be subject to additional terms and conditions and may be modified or discontinued at any time. Any promotional terms will be communicated to eligible clients separately.

(f) Account Termination Fee. Accounts opened on or after November 20, 2025 are subject to a $25 termination fee per account upon closure. This fee does not apply to Legacy Tier accounts opened prior to November 20, 2025. The termination fee will be waived if the child has reached the age of majority. This termination fee is separate from any fees assessed by other parties.

6. Power of Attorney

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

7. Proxies

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

(a) directing the manner in which proxies are voted; and

(b) making all elections relating to mergers, acquisitions, tender offers, bankruptcy proceedings and all other such events pertaining to your securities.

8. Interruptions of Access

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

9. Client Representations and Warranties

You hereby represent and warrant to UNest that:

(a) You understand that we do not provide investment advisory services over the phone or in person and you consent to receive investment advice entirely over the internet through the UNest App.

(b) You understand that you will not be entitled to transact in or hold investments in your Account, other than investments selected by UNest that are designed to align your Account holdings with your chosen Portfolio Strategy.

(c) You understand that the information that you provide through the UNest App, including as part of the Enrollment Forms, is incorporated into this Agreement, and you further represent and warrant that such information, and any other information provided to UNest or its affiliates in connection with the services to be provided under this Agreement, is accurate, complete and up to date. You agree to promptly notify us of any change to information previously provided to us and you agree to indemnify and hold us and our affiliates harmless from and against any and all losses arising out of or relating to your failure to provide accurate, complete and up to date information.

(d) You represent and warrant that the funds deposited into your Account are or will be derived from lawful activities and sources.

(e) You authorize us to receive confirmations and statements, initiate contributions, perform investment option changes, make qualified withdrawals, inquire, and have access to your Account.

(f) You confirm receipt of our Form ADV Part 2A brochure and Part 2B brochure supplement, available here: UNest Wrap Fee Brochure, our Form CRS available here: UNest Form CRS, and our Privacy Policy, available here: UNest Privacy Policy.

(g) You consent to the electronic delivery of all written notices, documents and other information (including our Form ADV Part 2A brochure and Part 2B brochure, Form CRS, Privacy Notice and any account disclosure documents) to you either through the UNest App, UNest Website or to the email address that you provided to us through the UNest App. You are responsible for maintaining a valid email address and any software and hardware necessary to receive, read and send email, and for promptly notifying us of any changes to your email address.

(h) You understand that we do not provide tax, legal or other professional guidance, and that if you desire such advice you must obtain it prior to making any investments.

(i) You understand that investments available through the Program are:

1. not insured by the Federal Deposit Insurance Corporation (“FDIC”);
2. not a deposits or other obligations of, or guaranteed by, any bank or governmental agency; and
3. subject to investment risks, including possible loss of the principal amount invested. You represent that you are aware of and willing to assume risks involved with investing in the Assets pursuant to the Program.

(j) You understand that the types of Assets that we offer through the Program are limited in nature and may only contain certain types of securities (such as exchange traded funds) and not a broader selection of Assets.

(k) You understand and agree that we do not guarantee investment performance, and represent that, in deciding to open your Account, you have determined that our services are appropriate for you, taking into consideration all factors that you deem relevant, including without limitation the terms and conditions of the Program, the discretionary nature of the services, your anticipated need for investment advice, and the costs and potential benefits of the Program as compared to traditional brokerage services.

(l) You understand that if you have not identified a Linked Bank Account, or there are insufficient funds in your Linked Bank Account, we may liquidate Assets in your Account to cover the Membership Fee. You understand that in addition to the Membership Fee, the Account may be subject to any transaction fees and Asset fees and expenses, and that those fees and expenses are generally disclosed in the disclosure documents related to the Assets. You also understand that, even though we do not receive those fees and expenses, your Account’s investment returns will be reduced by those fees and expenses.

(m) You understand that if you sign up for a UNest Membership and access additional non-advisory products and services through the UNest website or UNest App or UNest Website, that these services are not offered by us and separate terms and conditions will apply.

(n) You agree to provide us with any additional information and complete any additional documentation that may be necessary to verify your identity.

(o) You understand that at any time, and from time to time, in our sole discretion, we may (i) change our technologies and support services, (ii) change the Assets we offer, and (iii) implement a minimum increase to the minimum initial and subsequent Account deposits or implement a minimum Account size. UNest Holdings or its affiliates may assess an account maintenance fee of up to $25.00 for accounts with a balance of less than $25.00 that do not have an active UNest Membership.

(p) You understand that we will use UNest Securities as the broker-dealer of record for your Account and to execute trades on your behalf, and the Clearing Broker to hold the funds and securities in your Account. You also understand that the Clearing Broker charges additional fees for its services, as provided in Appendix A.

(q) You understand that Section 23 of this Agreement contains a binding arbitration clause and you acknowledge that you have read such arbitration clause prior to executing this Agreement.

10. Limitation of Liability; Indemnification

(a) You understand that, to the fullest extent permitted by applicable law, neither UNest, UNest Holdings, UNest Securities nor their respective officers, directors, members, employees, personnel, services providers, agents or affiliates (collectively, the “UNest Parties“), will be liable to you for any losses that you may experience as a result of entering into this Agreement, including, without limitation, losses caused by any error of judgment or mistake of law, any act or omission in advising or administering your Account or in the performance of the UNest Parties’ duties under this Agreement or any related agreement, except for losses caused by willful misfeasance, bad faith, or gross negligence. You also understand that in no event will the UNest Parties be responsible or liable, whether in contract, warranty, tort (including negligence), or otherwise, for any indirect, special, incidental, exemplary, liquidated, or punitive damages. Notwithstanding the foregoing, nothing contained in this Section 10(a) or elsewhere in this Agreement shall constitute a waiver by you of any of your legal rights under applicable U.S. federal securities laws or any other laws whose applicability may not be contractually waived.

(b) You understand that the Account should be considered a long-term investment, and changes to the Account (such as choosing different Portfolio Strategies) should not be expected to be implemented on any particular timing, even if market events or other occurrences suggest urgency. You agree that you will, or will cause the Account to, indemnify the UNest Parties for and to hold them harmless from any loss, claim, or dispute that may arise out of any inaccurate personal or other information that you provide us in connection with this Agreement, in the Enrollment Forms or during the Account opening process, in updating the Account information, out of any action relating to any tax liabilities to which the Account may become subject, and out of any damage to the UNest App, UNest Website or otherwise due to malware, viruses, cybersecurity breaches, or other harm arising due to you accessing or using of the UNest App or UNest Website.

11. Third-Party Bank Authorization Provider

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

12. UNest Referral Agreement

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

(a) Definitions

When the following capitalized terms are used above or below in this Agreement, the following definitions apply:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) Reward Shares for Referrals

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

Third-Party Rewards

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

(c) Compliance

In connection with your participation in the Referral Program, you agree to the restrictions listed below.

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

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

13. Binding Agreement; Amendments

(a) You represent and warrant that you have full power and authority to enter into and perform your obligations under this Agreement; that this Agreement has been duly authorized, executed, and delivered by you; that you understand that this Agreement creates a legal, valid, and binding obligation, enforceable against you in accordance with its terms; that the terms of this Agreement do not violate any other obligation by which you are bound, whether arising by contract, operation of law, or otherwise.

(b) You understand that this Agreement may be amended from time to time and that any amendments to this Agreement will be delivered electronically by posting on the UNest Website and the UNest App. You agree to check the UNest Website and UNest App for any amendments to this Agreement. You also understand that by maintaining your Account and continuing to use the services, you are accepting all terms and conditions of any amendment.

14. Termination

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

15. Lien and Right of Set-Off

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

16. Assignment

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

17. Survival

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

18. Electronic Execution

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

19. Confidentiality

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

20. Miscellaneous

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

21. Entire Agreement; Counterparts; Governing Law

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

22. Supersedes Prior Agreements

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

23. BINDING ARBITRATION

(a) REQUIRED ARBITRATION DISCLOSURES

This Agreement contains a predispute arbitration clause. By executing an arbitration agreement, you and UNest each agree as follows:

1. Each party is giving up the right to sue the other in court, including the right to a trial by jury, and the right to litigate on a class basis, except as provided by the rules of the arbitration forum in which a claim is filed.
2. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
4. The arbitrators do not have to explain the reasoning for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
5. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

(b) You agree to resolve by binding arbitration any controversy that may arise between the UNest Parties and you relating in any way to this Agreement, you relationship with the UNest Parties, or any service provided by the UNest Parties to you. This arbitration agreement includes any controversy involving the performance, construction, or breach of this Agreement or any other written agreement between UNest and you.

(c) Any arbitration will be conducted before FINRA and in accordance with the arbitration rules and regulations then in effect at FINRA. Any party may initiate arbitration by filing a written claim with FINRA. If arbitration before FINRA is unavailable or impossible for any reason, then such arbitration will be administered by JAMS in accordance with the rules and policies of JAMS then in effect. The arbitration will be conducted by a single, neutral arbitrator, which arbitrator will possess the requisite education and expertise in respect of the matters to which the dispute relates and shall have no less than five years’ experience in arbitrating complex business arrangements.

(d) Any award of the arbitrator will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys’ fees or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.

(e) To the fullest extent permitted by applicable law, the parties agree that each may assert claims against the other only in an individual capacity, and not as a class representative or class member in any putative class action, representative action, or class-wide arbitration. The parties agree that no individual claims in arbitration shall be consolidated or combined without the consent of all parties.

(f) You make this arbitration agreement on behalf of yourself, the Child, and your respective heirs, administrators, representatives, executors, successors, assigns and all other persons claiming a legal or beneficial interest in the Account.

Appendix A