Moola’s Investment Advisory Agreement

Moola Copilot LLC 

Investment Advisory Agreement

Last Updated: 1/23/25

This investment advisory agreement (this “Agreement”) sets out the terms and conditions under which Moola Copilot LLC (“Moola”, “we”, or “us”), an investment adviser registered with the U.S. Securities and Exchange Commission, will provide ongoing non-discretionary and discretionary investment advisory services with respect to certain securities including the assets in your investment account (the “Investment Account”). This Agreement will become effective, and you will become our client (“Client”, “you”, “your” or similar terms), on the date you sign it. You understand that by checking and/or clicking the “I Agree” button or other similarly worded phrase or otherwise acknowledging your consent electronically, you agree to enter into and be bound by the terms and conditions of this Agreement. You understand that your electronic consent will be the same as if you signed a paper agreement by hand. 

To have Moola provide investment advisory services with respect to your Investment Account, you will need to open a securities brokerage account and complete an account agreement with Alpaca Securities LLC (“Broker”), an SEC-registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Your relationship with Broker is subject to the terms and conditions of broker’s customer agreement with you (the “Brokerage Customer Agreement”). For additional information on Broker, please see Item 12 (Brokerage Practices) of our Form ADV Part A Brochure (“Disclosure Brochure”), as amended from time-to-time, available on the SEC’s website at www.adviserinfo.sec.gov. Broker will provide trade execution, custody, clearing, and settlement services, as well as recordkeeping and reporting services to you. You can open your Investment Account on any device by visiting the Moola App (as defined below) and going through the onboarding process, which includes electronically signing the required agreements. Moola may delay establishing an Investment Account at Broker on your behalf until such time you authorize a contribution to fund the Investment Account and/or until such time as Moola receives all required account opening information from you in order to establish your Investment Account.

Moola shall have no obligation or liability for the acts or omissions of Broker, and you understand and agree that your relationship with Broker shall be governed solely by the Brokerage Customer Agreement.

You and we agree:

  1. DESCRIPTIONOFSERVICES.

You hereby appoint Moola as your investment adviser and grants us limited power-of-attorney with discretionary trading authority to manage and trade the assets in your Investment Account (the “Services”). Moola accepts the appointment under the terms and conditions set forth in this Agreement, Moola’s terms of use (“Terms of Use”) and privacy policy (“Privacy Policy”), which are incorporated by reference herein. 

Moola will not provide investment advice other than the Services described in this Agreement. You acknowledge that Moola will deliver the Services through a mobile application (the “Moola App”). You understand that Moola maintains an online presence through its website, www.moo.la primarily for information purposes only. For questions about the Moola App, you may contact Moola by email to support@moo.la regarding technical questions. Moola does not provide investment advice over the phone or otherwise in a format other than through the Moola App and in the forms described under this Agreement.

When you open your Investment Account through the Moola App, you will be asked to provide certain personal and financial information (including, among other things, your age, income and liquid net worth, investment objectives, and risk tolerance) through one or more questionnaires (collectively, referred to as your “Client Profile”). You further understand that you will be asked to provide other information such as your employment status, investment goals, reasons to invest, time horizon, and net assets (“Investment Needs”). You understand that Moola does not verify the information it receives from you for accuracy and that Moola will rely on the information you provide. Accordingly, you agree to promptly update your Client Profile and Investment Needs in the event of a change in circumstances. 

Moola provides the following types of Services:

  1. Non-Discretionary Recommendations. Through your Investment Account, you may, on a non-discretionary basis, purchase and sell stocks, exchange traded funds (“ETFs”), and other securities made available by Broker via the Moola App (collectively, “Securities”). Upon evaluating your Client Profile and Investment Needs, Moola will make stock recommendations (“Recommendations”) in the form of assign scores (each, an “Investment Score”) for stocks that are made available by Broker, on a scale developed by Moola (the “Moola Meter”). The Investment Scores generally represent a recommendation to purchase or sell the given stock based on your Client Profile and company fundamentals. You may purchase or sell Securities through the Moola App on a self-elected basis. Moola does not provide an Investment Score via the Moola Meter for Securities other than stocks (and therefore does not provide investment advice related to Securities other than Stocks, other than through Managed Portfolios, as described below). 

You authorize us, with your prior consultation, consent, or approval through the Moola App, to give instructions to Broker to implement securities transactions for your Investment Account for orders placed on a non-discretionary basis. Our authority will include the ability to buy, sell, and trade Securities.

  1. Managed Portfolios. Moola manages certain assets you designate to a manage portfolio (a “Managed Portfolio”) on a discretionary basis, pursuant to which Moola will buy and sell securities for your Investment Account without your prior consent and approval for each transaction. Specifically, Moola allows its Clients top open individual retirement accounts (both traditional and Roth) (each, an “IRA”), within which Moola manages a Managed Portfolio that is recommended by Moola based on Clients’ Client Profile, Investment Needs, and contribution amounts. Managed Portfolios are tailored to each Client and may include a mix of the following Securities: stocks, ETFs, and cash or cash equivalents.

With respect to Managed Portfolios, you authorize us, without your prior consultation, consent, or approval, to give instructions to Broker, to implement Securities transactions. Our authority will include the ability to: (i) buy, sell, and trade U.S. Securities; (ii) periodically rebalance your Managed Portfolio; and (iii) implement, in whole or in part, Moola’s fundamental and systematic (algorithmic) portfolio model. Moola reserves the right to change, in its sole discretion from time-to-time, and without prior notice to you, the Securities, and recommended investments that it deems appropriate to your Client Profile and Investment Needs. In addition, Moola shall have the authority in connection with its provision of advisory services under this Agreement (i) to determine when, how often, and in what amounts to invest or reinvest dividends in your Investment Account;  (ii) to determine the timing of purchases in relation to deposits; and (iii) to determine the timing of sales and withdrawals in relation to requests for withdrawals or transfers. 

If you have placed a security freeze on your personal information and credit, you consent to the temporary lifting of your security freeze for the purposes of opening your Investment Account and your Brokerage Account, and to the use of any credit reporting facility or agency report in connection with your Investment Account.

You also authorize us to deliver to Broker a copy of this Agreement as evidence of the authority of Moola to act for and on behalf of your Investment Account.

You acknowledge that Moola does notprovide: (i) comprehensive financial planning services, and its Services are not a complete investment program; (ii) tax, accounting or legal advice, nor prepare any legal or accounting documents for the implementation of any of the Client’s financial or investment plans; and (iii) custody of your Investment Account assets. You are encouraged to consider additional asset classes, strategies and investments to meet your overall investment needs and objectives; and to consult with your tax advisor regarding any tax consequences related to your Investment Account. You agree to review information available to you regarding the securities, as well as the brokerage statements, transaction confirmations, and tax reporting forms provided by the Broker for tax-related information. Each Client must rely upon its own representatives, including its own legal counsel and accountant, as to legal, tax and related matters concerning any assets in the Investment Account or any Investment Account transactions and for preparation of any legal, accounting, or tax documents. You can access tax documents through the Moola App when such documents are ready. You will also be able to download them from the Broker’s website. The Client and Client’s tax advisors are responsible for how investments and the transactions in the Client’s InvestmentAccountare reported to the Internal RevenueServiceoranyothertaxingauthority.MoolaassumesnoresponsibilitytotheClientfor the tax consequences of any transaction.

Moola will be responsible for the review and evaluation of your current financial information that you provide to us and will make Recommendations and manage your Managed Portfolio(s) based on that information. It is your responsibility to update your information on the Moola App and update the information through the Moola App promptly if there are changes to your financial situation, goals, objectives, personal circumstances, time horizon or if other relevant information changes or becomes available. You are solely responsible for evaluating the merits and risks associated with any Investments recommended by Moola.

Moola further reserves the right, in its sole discretion from time to time, upon providing prior notice to Clients, to engage any investment service provider from which Moola may obtain any or all investments, change any such investment service provider and to make additional investment service providers available through the Moola App. In providing its services, Moola or any of its affiliates may, subject to applicable laws and regulations, engage unaffiliated vendors or other contractors to aid it in fulfilling its duties under this Agreement or to provide ancillary enhancements or features of the services contemplated herein. Additionally, in performing its obligations under this Agreement, Moola may, at its own discretion, delegate any or all of its non-discretionary and discretionary investment, advisory, and other rights, powers, and functions hereunder to any of its affiliates or to any third parties, without your written consent, provided that Moola shall always remain liable to you for its obligations hereunder.

  1. CLIENT INFORMATION.

You confirm that all of the information you have provided through the Moola App is true, accurate and complete in all respects. Without limiting the generality of the preceding sentence, you represent and warrant that you are neither insolvent nor have you been found by a court or regulatory body to be bankrupt or insolvent through a judicial or regulatory proceeding. You agree to notify us promptly of any change in information that may be relevant to your financial circumstances. You understand that Moola will contact you at least annually via the Moola App, email or through any other means deemed appropriate, to request that you review your Investment Account to determine whether it should be modified. You agree to periodically review the information you have provided for accuracy and provide material updates promptly using the Moola App. You acknowledge and agree that Moola relies on the information you provide through the Moola App to provide the advisory services subject to this Agreement. You further acknowledge and agree that Moola may share some or all of your information with Broker and that Broker, subject to the terms and conditions of the Brokerage Customer Agreement, may rely on such information to perform certain compliance functions including verifying your identity for customer identification purposes, anti-money laundering purposes, and confirming that U.S. firms like Moola and Broker are permitted to provide you with services under applicable U.S. economic sanctions against various countries, individuals, and organizations. You authorize Moola to provide your information to Broker and other third-party service providers and understand and agree that any updates to the information you provide to us will be reflected in our records. 

  1. FUNDING THE ACCOUNT.

You authorize us to connect your Investment Account to your bank or other account from which you intend to transfer funds to your Investment Account (“Funding Account”). You agree that, by initiating or directing a purchase or sale order, you authorize Moola to instruct your bank or other financial institution, or other third-party vendor that Moola may engage from time-to-time, to either (i) make use of the Automated Clearing House (“ACH”) payment system to facilitate, or (ii) facilitate by wire, the transfer of money to Broker (such bank or vendor, the “ACH Operator”), for purchases, and to receive money from Broker and subsequently allocate such monies to your Funding Account, for sales and other free credit balances. You agree and acknowledge that you are responsible for any fees, charges, or expenses imposed by your financial institution that maintains your Funding Account in connection with any deposit or transfer of money to or from your Investment Account. You further agree and acknowledge that, unless otherwise agreed to by Broker, you do not have any right to fund (or direct the funding of) any purchase or sale or other transfer of money to or from your Investment Account in any manner other than by an ACH transfer to Broker. Broker reserves the right to accept cash funded from other sources as it may mutually agree and to the extent permitted by applicable law, and such cash funding methods may be subject to additional terms and conditions, which will be disclosed to you.

You further agree that, by initiating, authorizing, or directing a purchase or sale order in your Investment Account, you authorize Moola (1) to place orders with Broker on your behalf, for purchases and sales of the securities that comprise your Investment Account at the time(s) and in amounts calculated by Moola, and (2) to initiate (or receive) an ACH funding or wire to (or from) Broker in an amount equal to the purchase price (or sale proceeds). You understand that any order placed with Moola will be placed with Broker for execution, clearance, and settlement. You agree and acknowledge that any deposit or transfer to your Investment Account may not be canceled by you following the initiation and/or authorization of such transaction. In order to permit sufficient time to ensure that the transfer of assets into your Investment Account has been successfully completed by the financial institution that maintains your bank account, Moola may wait up to five Business Days after the day Broker credits the applicable deposit to your Investment Account to generate and place orders. As used herein, “Business Day” means any day on which all banks (or the applicable branch thereof) involved in any transfer of funds are physically open for business during their normal business hours, and specifically excluding any U.S. federal holiday and any day on which any applicable securities exchange is not open during its normal business hours. You hereby acknowledge and agree that, as a result, each deposit or transfer you make may not be credited to your Investment Account for up to five Business Days and that such un-invested cash will not be subject to financial gains or losses resulting from movement in market prices during that period.

You represent and warrant that none of the money you deposit in your Investment Account is derived from, or will be used to promote the conduct of, any crime or other illegal activity. You agree not to deposit (or direct the deposit of) any money in your Investment Account 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 Investment Account other than you or any other individual you have disclosed to Moola during account opening.

You further agree that, if your Funding Account is closed or restricted after you connect it to the Investment Account, you will have no right or ability to make additional purchase or sales, or undertake any additional funding to or withdrawals from your Investment Account unless and until: (i) the Funding Account is reopened or unrestricted; or (ii) you successfully connect a different and adequately funded Funding Account to the Investment Account.

  1. TAXES.

When securities are sold, you may be subject to transaction fees, and/or tax consequences, such as 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 participation in the Moola App, excluding taxes based on Moola’s net income or property. If Moola and/or Broker 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 Moola and/or Broker with a valid tax exemption certificate authorized by the appropriate taxing authority. When you withdraw money from your Investment Account, Broker may reduce the amount of the distribution by the amount of any tax mandatory withholding as required by applicable law. You understand and agree that neither Moola nor any of its affiliates is responsible for withholding any tax penalties that may apply to any type of account subject to this Agreement or for any state or federal income tax withholding, except as may otherwise be required by applicable law.

  1. FEES AND EXPENSES.

Moola’sFee. Moola offers the Services for an annual asset-based fee of 0.60% (60 basis points) (the “Management Fee”). The Management Fee shall be prorated and charged every thirty (30) days (each thirty (30) day period, a “Billing Period”), in arrears, based on the value of the Investment Account on the last day of the Billing Period. Upon termination of Moola’s Services, Moola will charge you a prorated Management Fee based on the days remaining in the Billing Period. By entering into this Agreement, you hereby authorize Moola to charge the Management Fee to your funding account via a third-party service provider. 

Other Fees. Moola’s fees for the Services do not include other related costs and expenses of the investments the Client may incur in relation to investments in the Client’s Investment Account, or those charged by Broker. Moola does not charge these fees to Clients. Additionally, a Client may incur certain charges imposed by Broker and other third parties. These include Investment Account transfer fees, brokerage fees, administrative fees and other fees and taxes on brokerage accounts and securities transactions. These additional costs may include but are not limited to paper statement fees, bounced check fees, transfer taxes, wire transfer and electronic fund fees. Additionally, the issuer of some of the securities or products purchased for Clients may charge product fees that affect Clients. For example, an ETF typically includes embedded expenses that may reduce the fund’s net asset value, and therefore directly affect the fund’s performance and indirectly affect a Client’s portfolio performance or an index benchmark comparison. You may also incur certain other charges imposed by third-party financial institutions. 

Performance-basedFees.Moola does not charge any performance-based fees (that is, fees based upon a share of capital gains on or capital appreciation of the assets in an Investment Account).

  1. CUSTODY OF ASSETS AND ACCOUNT STATEMENTS.

Broker is a “qualified Custodian” under Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and will have possession and provide safekeeping of your assets in the Investment Account. Moola will not act as the qualified custodian for the assets in your Investment Account. You agree to complete the necessary application materials to open an account with Broker after agreeing to this Agreement. All Investment Account transactions will be effected by a payment to, or delivery by, Broker of all cash and/or Securities due to or from the Investment Account. We are not permitted to instruct Broker to deliver funds or Securities to ourselves.

Broker will send you electronic notice of all confirmations of securities transactions and provide account statements on a periodic basis through the Moola App, identifying the amount of funds and each Security in the Investment Account at the end of the period and setting forth all transactions during that period. You are responsible for reviewing the confirmations and statements provided and reporting any discrepancies in the information directly to Broker. You authorize us to instruct Broker to send us trade confirms and monthly statements showing all transactions occurring in your Investment Account during the period covered. You acknowledge that Moola is not responsible for the obligations of Broker or any successor Broker or broker-dealer and that Moola and Broker, have separate agreements with you that allocate separate sets of rights and obligations between you and the respective entity. We will not be responsible for any loss incurred by reason of any act or omission by Broker; provided, however, that we will make reasonable efforts to require that it perform its obligations with respect to the Investment Account. All transactions concerning the Investment Account shall be binding upon the Client at the Client’s sole risk.

  1. BROKERAGE AND TRANSACTION EXECUTION.

Upon your execution of this Agreement and the agreements necessary to open your Brokerage Account with Broker, Moola will transmit all orders to Broker who will execute all orders on your behalf. Moola anticipates (but is not obligated to) that it will combine or “batch” account orders to obtain “best execution,” to negotiate more favorable commission rates or to allocate equitably among all Clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and will be allocated among the Investment Accounts in proportion to the purchase and sale orders placed for each Investment Account on any given day. If Moola cannot obtain execution of all the combined orders at prices or for transactions costs that Moola believes are desirable, Moola will allocate the Securities Moola does buy or sell as part of the combined orders by following Moola’s order allocation policies and procedures.

To participate in the Moola App, your Investment Account must be executed by Broker. You cannot designate or select a different broker for trade execution. Moola anticipates Broker will provide “best execution” for you. However, in the event Moola determines that Broker does not at any time provide “best execution” in its capacity as a broker-dealer, Moola reserves the right to select a different broker-dealer which will provide “best execution” with respect to such transaction. “Best execution” includes the amount of broker-dealer fees or transaction costs that will be charged to the Investment Account in connection with any trade, but it may also include other criteria and benefits. As such, Moola may Broker as the broker-dealer with respect to the Investment Account even if its broker-dealer fees are not the lowest fees which could be charged for such transaction, in consideration for other benefits that the broker-dealer offers to Moola.

  1. PROXIES AND CORPORATE LEGAL ACTIONS.

Moola does not exercise voting authority over Client proxies Clients retain the responsibility for receiving and voting proxies for any and all securities maintained in such Client’s portfolio. Clients will receive proxies and other solicitations directly from Broker.

  1. DELIVERY OF BROCHURE AND RELATIONSHIP SUMMARY.

You acknowledge that you have received a copy of Moola’s Disclosure Brochure and Form CRS (“Relationship Summary”), delivered electronically and available on the U.S. Securities and Exchange Commission’s Investment Adviser Public Disclosure webpage on www.adviserinfo.sec.gov, which contains certain disclosures concerning brokerage practices, risk factors and potential conflicts of interest, all of which may be amended from time to time subject to law. You may also obtain a copy of Moola’s Disclosure Brochure and/or Relationship Summary, upon request by email to support@moo.la. 

  1. CONFIDENTIALITY, PRIVACY, AND TRUSTED CONTACT.

The information you provide to Moola, including your personal information, is subject to the terms of Moola’s Privacy Policy, which is available via the Moola App. By entering into this Agreement, you acknowledge receipt of the Privacy Policy, which Moola may amend from time to time by posting new versions on the Moola App.

Except as required by law or requested by regulatory authorities, Moola agrees to maintain in strict confidence all of your nonpublic personal and financial information that you furnish to Moola, except for information that you explicitly agree to share publicly. You agree that you shall not use investment advice or other confidential information you receive from Moola for developing a service that competes with the Moola App or the services of Moola or any of its affiliates.

You consent to Moola recording and/or monitoring your telephone calls and electronic communications with representatives and associated persons of Moola without further notice. You expressly authorize Moola representatives or associated persons to contact you for purposes of evaluating the offering of the advisory services, the Moola App, and other products and services by calling, writing, or emailing at the telephone number(s), mailing address, and/or email address(es) you provide in connection with your Investment Account, including any additional or updated telephone numbers, mailing addresses, or email addresses. The authorization in the preceding sentence will remain in effect unless and until you specifically revoke it by notifying Moola or associated persons with whom you are in contact.

Furthermore, you may appoint an adult at least 18 years of age as a trusted contact person who may be contacted about your Investment Account (a “Trusted Contact Person”). We, or Broker, may disclose information about your Investment Account to your Trusted Contact Person in order to address possible wrongful or unauthorized use of your assets or to confirm the specifics of your contact information, health status, or the identity of any legal guardian, executor, trustee, or holder of a power of attorney.

  1. ACKNOWLEDGEMENTS, REPRESENTATIONS AND COVENANTS.

You understand, agree and confirm to Moola that:

Authority.You have the full legal power, authority and capacity to enter into this Agreement. You certify that you are of legal age to enter into contracts in the state where you live. This Agreement constitutes a legal, valid and binding obligation on you with respect to your Investment Account. You acknowledge that you are solely responsible for carefully reviewing and understanding all terms and conditions of this Agreement. You acknowledge and agree that you are fully responsible for all acts and omissions relating to the use of the Moola App, including the deposit and contributions to and withdrawals from your Investment Account, by any person who uses your user account and password(s), as described in Moola’s Terms of Use. You may not share your password(s) with others, and you must notify Moola immediately if you know or suspect that the confidentiality of your password(s) has been compromised. You are the only person who may use your user account and password to access the Moola App and your Investment Account.

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

TheMoola AppandtheServicesare appropriate.You have evaluated the Moola App, the Services, and determined that they are appropriate for you, taking into account all relevant factors, including, your need for investment advice, your risk tolerance and investment experience, your particular financial needs and circumstances, and the fees charged for the account versus other types of investment accounts. You understand that, depending on the circumstances, the brokerage and execution services offered through the Moola App may be available for less money (but without the ongoing advisory services) through a commission-based brokerage account. You acknowledge that your Investment Account is not intended solely as a cash management vehicle.

Investment Risks.You are aware of and willing to assume the risks involved with investing your Investment Account. You understand that Moola and its affiliates do not guarantee the future performance of your assets in the Investment Account or any specific level of performance or the success of any investment recommendation. Our investment recommendations are subject to various market, currency, economic, political and business risks. Investment decisions will not always result in profitable outcomes. Investment performance of any kind can never be predicted or guaranteed, and Moola does not guarantee that you will avoid financial loss. Moola does not make any guarantee that the investment objectives, expectations or targets described on the Moola App will be achieved, including without limitation any risk control, risk management, or return objectives, expectations, or targets. Neither Moola nor any of its affiliates guarantees the success of any given investment or strategy that Moola may recommend through the Moola App. You may experience losses, including potentially a complete loss of your investment. You acknowledge that you have read the additional risk disclosures in Moola’s Disclosure Brochure.

U.S.Resident.You acknowledge that the Moola App is intended for natural persons who are citizens or other lawful residents of the U.S. and who are located in the U.S., and Moola does not intend to offer the Moola App, any securities, or any other products or services outside of the U.S. You acknowledge that Moola does not offer the Moola App to non-resident aliens subject to tax withholding. Neither Moola nor its affiliates represent or warrant that any aspect of the Moola App, including information available from the Moola App and information provided through the Moola App, complies with any law or regulation of any jurisdiction outside of the U.S. You represent and warrant that you are a lawful resident of and located in the U.S., you have a valid U.S. residential mailing address, and that you have been lawfully issued by the government of the U.S. the social security number or tax identification number you provided to Moola when applying for your Investment Account using the account opening functionality through the Moola App.

Limitation of Liability.You understand that, to the fullest extent permitted by applicable law and unless Moola has breached its fiduciary duty, the Agreement or otherwise violated applicable law, neither we nor any of (a) our officers, partners or directors (or persons performing similar functions); (b) our employees, and representatives; or (c) persons directly or indirectly controlling us or controlled by us (as defined in the Advisers Act) (together, our “Affiliates”); or (d) any of our agents, including any service providers (the “Identified Persons”) will be liable for (i) any obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages and expenses, including but not limited to attorneys’ fees, expenses and court costs (“Losses”) paid, suffered, incurred or arising from the Services or any investment decision made or other action taken or not taken in good faith by us with the degree of care, skill, prudence and diligence that a person acting in a fiduciary capacity would use under the circumstances; (ii) any Losses arising from adhering to your written or oral instructions; or (iii) any act or failure to act by Broker, or any other third party; or (iv) any loss arising from any services provided to Client prior to the execution of the Agreement by any person or entity who at the time of the provision of such services was not an Identified Person; (v) the loss or failure or delay in performance of any obligation under the Agreement arising out of or caused, directly or indirectly, by circumstances beyond Moola’s reasonable control, including acts of God, earthquakes, fires, floods, wars, terrorism, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utility, telecommunications, computer software or hardware, transportation or communication service, accidents, labor disputes, acts of civil or military authority, governmental, regulatory authority or securities exchanges actions, the inability to obtain labor, material, equipment, or transportation and Broker refusing to act on Moola’s instructions; or (vi) any loss that Client may suffer for any reason whatsoever that is outside the Investing Account or the relationship between the parties; or (vii) any failures arising out of the use of the Moola App. We will not be responsible for any of your assets that we are not servicing under the Agreement or for the or diversification of your assets within your Investment Account or your assets that we are not servicing under this Agreement. In addition, Moola shall have no liability for Client’s failure to promptly inform Moola of changes in Client’s financial and/or economic situation, Client’s investment objectives, or any restrictions. Nothing in the Agreement will waive or limit any rights that you have under federal and state securities laws for the advisory services you receive under the Agreement.

Without limiting the generality of the foregoing, except where prohibited by applicable law (for example, in the case of fraud or intentional misconduct), Moola and its Identified Persons will not be liable for any indirect, special, incidental, non-compensatory, punitive or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable). 

If Moola or any of its affiliates is served with levies, attachments, garnishments, summons, subpoenas, court orders, or other legal process which name you as debtor or otherwise, Moola or such affiliate shall be entitled to rely upon the representations, warranties, and statements made in such legal process. You hereby agree that Moola or any affiliate may respond to any such legal process in its own discretion without regard to jurisdiction or forward such legal process to Broker, or such other party as may be appropriate. You hereby agree to hold harmless and indemnify Moola and its affiliates for any losses, expenses, and costs, including attorneys’ fees, incurred as a result of responding to such legal process or forwarding such legal process to the appropriate entity.

If Moola or any affiliate receives written notice from a personal representative, executor or administrator purporting to represent your estate, Moola or such affiliate shall be entitled to rely on all figures supplied and representations made in such written notice if Moola or such affiliate is provided with letters of appointment bearing a duly recognized court seal without regard to jurisdiction.

Non-Exclusivity.You acknowledge that Moola renders investment advice to other clients. We and our Affiliates may take the same, similar, or different positions in specific investments for our other clients’ and our own accounts, as we do for you. We have no obligation to purchase or sell, or to recommend for purchase or sale, any security which we or our Affiliates may purchase or sell for our other clients’ and our own accounts. The Client agrees that Moola may give advice and take action with respect to any of its other clients, which may differ from the advice given or the timing or nature of action taken with respect to the Client’s Investment Account.

  1. TERM AND TERMINATION.

This Agreement becomes effective as of the date it is accepted by Moola, as evidenced in accordance with Moola’s procedures and/or practices regarding account opening. The date your Investment Account is opened may or may not be the same effective date of this Agreement.

You agree that Moola and/or any of its 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 Moola believes in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or to avoid, violating any law or regulation applicable to Moola or its affiliates or a transaction relating to the Moola App; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over Moola or its affiliates or a transaction relating to the Moola App; (iii) to avoid a loss to Moola or its affiliates (including if your payment of fees is 60 days or more overdue, except with respect to charges then under reasonable and good faith dispute); (iv) to remediate or otherwise address problems with technology; (v) due to interruptions in the access to or operation of any technology that Moola or its affiliates directly or indirectly uses in connection with the Moola App; (vi) to prevent a breach or violation of any term, condition, or other provision of this Agreement; or (vii) to obtain from you any additional information that Moola in its reasonable discretion deems necessary for advisory services to be provided to you pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, Moola reserves the right, at any time and without notice, to delay or manage the trading of Client orders if Moola determines it is appropriate and consistent with its obligations under this Agreement.

You may terminate this Agreement at any time in writing to support@moo.la. The termination will be effective upon receipt of notification of the termination. You understand that Moola may also elect to terminate your Investment Account at any time, for any reason or no reason, in its sole discretion, upon notice to you, by email, by mail or other means of notification via the Moola App. To the extent that the advisory relationship is terminated, you understand that all features and privileges associated with the Investment Account will be cancelled and cease. Termination of this Agreement will not affect (a) the validity of any action previously taken under this Agreement; (b) liabilities or obligations from transactions initiated before termination of this Agreement; or (c) your obligation to pay us fees that have already been earned under this Agreement. If you terminate this Agreement, you will promptly pay us any unpaid but earned fees, as appropriate.

If either you or Moola terminate your Investment Account, then the termination of your Investment Account will occur as follows:

  • You will be deemed to have simultaneously terminated this Agreement and Broker Customer Account Agreement, unless otherwise agreed to by Moola or Broker, as applicable;
  • Broker will, before closing your Investment Account, settle any purchases or sales pending when Moola sends or receives a request to close your Investment Account; and
  • Moola and/or Broker will, before closing your Investment Account, deduct any unpaid fees.

If either Moola or you request to terminate your Investment Account and you do not provide transfer instructions to Moola subject to (and in accordance with) this Agreement within fourteen (14) days, you hereby authorize Moola to initiate the sale of all shares in your Investment Account and any distributions generated by such shares following such request, and to send the cash, less any portion of any fees due, to the Funding Account connected to your Investment Account established with Moola. All sales shall be made by Moola in its sole discretion and at times it deems reasonable, and neither Moola nor Broker shall have any liability for sales made upon the termination of an Investment Account.

A Client’s death, disability or incompetence will not automatically terminate or change the terms of this Agreement. However, your executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving us proper written notice. We will not be responsible for any transfers, payments or other transactions in the Investment Account made at the direction of a former account holder or incapacitated account holder before we actually received and had a reasonable amount of time to act on such official written notice. Following receipt of an official written notice, we may require additional documents and reserve the right to retain the assets in and/or restrict transactions in the Investment Account in our sole discretion. Any former account holder and the estate of any deceased or incapacitated account holder will remain jointly and severally liable for any losses in the Investment Account arising out of or relating to transactions initiated before we actually received and had a reasonable amount of time to act on such official written notice.

  1. TRANSFERS.

You may request an in-kind transfer of such securities or investment products in your Investment Account to an account you have established with another broker-dealer (“Receiving Firm”) by initiating an Automated Customer Account Transfer Service (“ACATS”) request with your Receiving Firm. Broker reserves the right to reject the transfer request before or after initiation and you will be notified of any such rejection via email or by phone.

Client understands and agrees that the Investment Account may be locked during the pendency of the transfer. Neither Broker nor Moola will be liable for any Losses the Client may sustain in connection with and during the course of the transfer process and/or between the time that Broker decides to reject a transfer request and Client’s receipt of notice of the rejection. It is Client’s responsibility to ensure that transfer instructions are accurate before submitting a transfer request. A transfer request generally cannot be amended or canceled after Broker receives the transfer request. Broker may in its discretion attempt to abide by a subsequent Client request for a change to a transfer request, but it is not obligated to do so. Broker will not be liable for any Losses that arise out of or relate to an attempt to amend or cancel a transfer request, and Client agrees to indemnify and hold Broker harmless from any Losses arising out of or relating to an attempt to amend or cancel a transfer request, including a decline in the market value of the assets in the Investment Account.

Client should be aware that fractional shares within the Investment Account may not be transferrable in-kind, and may need to be liquidated. These fractional shares may be sent to a Client’s Receiving Firm as cash via ACATS, or alternatively can be transferred out via an ACH withdrawal to the Client’s Funding Account. Additionally, certain assets are not transferable via ACATS within Broker’s system. This includes Cash Reserve funds as well as securities that are liquidated at Client’s request. Certain Receiving Firms are ineligible to receive Investment Account transfers via ACATS due to technical limitations. In the event an in-kind transfer is unavailable based on the type of product or the Client’s Receiving Firm, Client assets may need to be liquidated and transferred out via an ACH withdrawal to the Funding Account.

  1. LEGAL CAPACITY.

If this Agreement is established by the undersigned Client, or the Client’s authorized representative in a fiduciary capacity, the Client hereby certifies that he/she is over 18 years of age and legally empowered to enter into or perform this Agreement in such a capacity.

  1. ENTIRE AGREEMENT AND AMENDMENTS.

You acknowledge and agree that this Agreement, as it may be amended from time to time in accordance with its terms, constitutes the entire and final understanding with respect to the subject matter of the Agreement. You acknowledge and agree that this Agreement, and the terms and conditions contained herein, supersedes any prior Agreement or similar contracts you entered into with Moola.

Nothing in this Agreement shall be deemed waived or amended without the prior express written consent of Moola executed by a duly authorized representative of Moola. Moola may amend this Agreement from time to time by adding, revising, or deleting any terms or conditions, provided, that we will give you 30 calendar days’ prior notice. Although Moola may email you about changes to this Agreement, the usual way for Moola to notify you of amendments is to post notice on the Moola App, which will be available, subject to Moola’s Terms of Use, for you to access, download, review, print, and retain.

You agree to check the Moola App for new versions of this Agreement. You agree that, by keeping your Investment Account or using the Services provided through the Moola App without objecting after Moola posts a new version of the Agreement, you will agree to and accept all terms and conditions of this Agreement as so amended.

You acknowledge that Moola will generally not be required to obtain your consent for any amendments to the Agreement or changes to the Moola App. Any amendment or modification to this Agreement will be effective on the date determined in accordance with the terms and conditions discussed herein.

  1. NOTICES AND COMMUNICATIONS.

Our opening and maintaining your Investment Account is conditioned on your agreement to receive all notices, documents, and other information related to your account and investments electronically. You agree that when we send these email notices to you that they constitute delivery to you of the information or documents referred to in the email you provided, even if you do not actually access the information or documents on our Moola App. This consent will be effective immediately and will remain in effect unless revoked by you.

You agree to keep a working email address and will update your account information immediately if your email address or other contact information changes. If you do not maintain an email address that is working and accessible to us, and we believe we are required to provide you with paper notice or documents of particular matters or actions, and we do so, we may charge you the cost of such delivery. You acknowledge that you may incur costs (such as online service provider charges or printing costs) associated with the electronic delivery of information to you. To view PDF files, you will need to download the Adobe Acrobat Reader, which is provided for free from Adobe.

Any notice given to you in connection with this Agreement will be deemed delivered if personally delivered or sent by (i) U.S. mail, certified or registered, or overnight courier, postage prepaid with return receipt request, and addressed, if to you, at the address indicated in your Investment Account information, or (ii) electronically to the address to which your Investment Account communications are sent or (iii) posted to the Moola App.

  1. TERMS OF USE.

You acknowledge receipt of the Terms of Use via the Moola App, which apply to the Moola App and your use of the Services offered through the Moola App contemplated hereunder and agree to adhere to the Terms of Use throughout your participation in the Moola App.

  1. ASSIGNMENT OF AGREEMENT.

You may not assign your rights or obligations under this Agreement without the prior express written consent of Moola. Moola shall not assign (within the meaning of the Advisers Act) its rights or obligations under this Agreement without your consent, provided however that you will be deemed to have consented to an assignment if you do not object to such assignment within 30 calendar days of being notified through the Moola App or by email of any intent of Moola to assign such rights or obligations. You further agree that any reorganization, restructuring, or other transaction affecting the ownership of Moola will not be deemed to be an assignment (within the meaning of the Advisers Act) of this Agreement, so long as such reorganization, restructuring, or transaction does not result in a change of actual control or management.

  1. MISCELLANEOUS.

You understand that Moola is licensed and/or registered in of the appropriate regulatory jurisdictions that Moola believes it has a duty to be licensed and registered in.

Headings in this Agreement are descriptive and for convenience only and shall not be construed as altering the scope of the rights and obligations created by this Agreement. Defined terms shall have their assigned meanings wherever used in this Agreement or any of the agreements governing your participation in the Moola App, regardless of whether defined in this Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word “including” 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 Moola, nor any delay by Moola in exercising any rights or remedies hereunder, shall be deemed to be a waiver of any such rights or remedies. Any waiver of such rights or remedies shall not be construed as a waiver of any other right or remedy. Any right or remedy may be exercised as often as Moola may determine in its sole discretion, and a waiver granted on one occasion shall not be construed as applying to any other occasion.

If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement will be considered divisible as to such provision and such provision will be inoperative in such state or jurisdiction. The remaining provisions of this Agreement will be valid and binding and of full force and effect as though such provision was not included. Without limiting the foregoing, if any portion of the arbitration provision set forth below is invalidated, such invalidation shall not invalidate the remaining portions of the arbitration provision.

  1. GOVERNING LAW.

Except to the extent that it is preempted by federal law, the law of the State of Delaware (without regard for conflicts of law principles) will govern the construction, validity, and administration of this Agreement. However, nothing in this Agreement will be construed contrary to the Advisers Act. Any action, suit or proceeding arising out of, under or in connection with this Agreement seeking an injunction or not otherwise submitted to arbitration pursuant to this Agreement will be brought and determined in the appropriate federal or state court in the state in which Moola’s principal office is located at the time and in no other forum. The parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and agree to take any and all action necessary to submit to the jurisdiction of such courts in any such suit, action or proceeding arising out of or relating to this Agreement. No failure by us to exercise any right, power, or privilege will operate as a waiver thereof. No waiver of any breach of this Agreement by you will be deemed to be a waiver of any subsequent breach.

  1. ARBITRATION.

THISAGREEMENTCONTAINSANARBITRATIONPROVISION.BYENTERINGINTOTHISAGREEMENT THE PARTIES AGREE AS FOLLOWS:

  • ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT,INCLUDINGTHERIGHTTOATRIALBYJURYEXCEPTASPROVIDEDBYTHERULESOF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED;
  • ARBITRATIONAWARDSAREGENERALLYFINALANDBINDING;APARTY’SABILITYTOHAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED;
  • THEABILITYOFTHEPARTIESTOOBTAINDOCUMENTS,WITNESSSTATEMENTSANDOTHER DISCOVERYISGENERALLYMORELIMITEDINARBITRATIONTHANINCOURTPROCEEDINGS;
  • THE ARBITRATORSDONOTHAVE TOEXPLAINTHE REASON(S)FORTHEIRAWARDEXCEPT INVERYLIMITEDCIRCUMSTANCES;
  • THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY;
  • THERULESOFSOMEARBITRATIONFORUMSMAYIMPOSETIMELIMITSFORBRINGINGA CLAIMINARBITRATION;AND
  • THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

THIS ARBITRATION PROVISION SHOULD BE READ IN CONJUNCTION WITH THE DISCLOSURES IN THISAGREEMENT.ANY ANDALLCONTROVERSIES,DISPUTESORCLAIMSBETWEEN MOOLA AND THE CLIENT OR THEIR REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, OR CONTROL PERSONS, ARISING OUT OF, IN CONNECTION WITH, FROM, OR WITH RESPECT TO (a) ANY PROVISIONS OF OR THE VALIDITY OF THIS AGREEMENT OR OTHER AGREEMENTS RELATING TO YOUR PARTICIPATION IN THE PROGRAM, (b) THE RELATIONSHIP OF THE PARTIES HERETO, OR (c) ANY CONTROVERSY ARISING OUT OF MOOLA’S BUSINESS OR THE CLIENT’S INVESTMENT ACCOUNT(COLLECTIVELY,“CLAIMS”),SHALLBECONDUCTEDSOLELYBYARBITRATIONPURSUANT TO THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION.

ARBITRATIONMUSTBECOMMENCEDBYSERVICEOFAWRITTENDEMANDFORARBITRATIONOR A WRITTEN NOTICE OF INTENTION TO ARBITRATE UPON THE OTHER PARTY.THEDECISION AND AWARD OF THE ARBITRATOR(S) SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES, AND ANY JUDGMENT UPON ANY AWARD RENDERED MAY BE ENTERED IN A COURT HAVING JURISDICTION THEREOF, AND NEITHER PARTY SHALL OPPOSE SUCH ENTRY. ANY SUCH ARBITRATION SHALL BE HELD IN THE STATE OF FLORIDA.

THE PARTIES AGREE THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS, AND THE CLIENT EXPRESSLY WAIVES ANY RIGHT TO BRING A CLASS ACTION LAWSUIT OR ARBITRATION AGAINST MOOLA OR ITS REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, OR CONTROL PERSONS WITH RESPECT TO ANY CLAIMS.

NotwithstandingtheforegoingoranythingtothecontraryinthisAgreement,innowayshall this Agreement constitute a waiver or limitation of rights that the Client may have under federal or state securities laws to pursue a remedy by other means if and to the extent such laws guaranty such right to the Client and do not permit the waiver thereof.

  1. ELECTRONIC DELIVERY OF DOCUMENTS.

The Moola App is an electronically based service. By accepting this Agreement when you click “I Agree,” we are obtaining your informed consent to electronic delivery of all notices and communications relating to your Investment Account to an e-mail address that you provided. This includes all notices, disclosures, regulatory communications (including privacy notices) and other information, documents, data and records regarding your Investment Account (“Account Communications”).

You may revoke your consent to electronic delivery of Account Communications by providing notice in accordance with Section 22 of this Agreement, and such revocation will be effective upon successful completion of its processing by Moola. You understand that if you revoke or restrict your consent to electronic delivery of Account Communications or request paper delivery, Moola, at its discretion, may (i) terminate this agreement and/or close your Investment Account or (ii) charge you for the cost of the delivery of Account Communications that would otherwise be delivered to you electronically. Neither your revocation of consent to electronic delivery, your request for paper delivery, nor Moola’s delivery of paper copies of Account Communications will affect the legal effectiveness or validity of any electronic communication provided while your consent was in effect. All e-mail notifications of Account Communications will be sent to your e-mail address of record. You acknowledge that the Internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. Due to security risks, you will not send any sensitive information, such as account numbers or passwords, in an unencrypted email.

E-mails on rare occasions may fail to transmit properly. You agree that, solely for your records, you can download and save or print the Account Communications you receive via electronic delivery.

This consent is effective upon the execution of this Agreement and will remain in effect unless and until you revoke your consent to electronic delivery. You understand that it may take up to three (3) business days to process a revocation of consent to electronic delivery, and you may receive electronic notifications in the interim.

Potential costs associated with electronic delivery of Account Communications include charges from Internet access providers and telephone companies, and such charges are borne solely by you. Moola does not charge additional online access fees for receiving electronic delivery of Account Communications. You understand that to receive electronic deliveries, you must have Internet access, a valid e-mail address with sufficient storage space, the ability to download documents as Moola may specify and to which you have access and a printer or other device to download and print or save any information you may wish to retain.

You acknowledge that you have, and will continue to have and maintain, Internet access and a valid e-mail address with characteristics as described in this paragraph, and you are able to receive electronic deliveries as set forth herein. Moola will notify you of any changes in the hardware and software requirements needed to access electronic records covered by this consent.

You hereby agree that you have carefully read the above information regarding informed consent and fully understand the implications thereof. You hereby agree to the conditions outlined above concerning electronic delivery of Account Communications. If your e-mail address changes, you agree to notify Moola of your new e-mail address immediately in writing in accordance with the notice provisions of this Agreement.

  1. ELECTRONIC SIGNATURES.

Your intentional action in electronically signing this Agreement is valid evidence of your consent to be legally bound by this Agreement. The use of an electronic version of any documents fully satisfies any requirement that they be provided to you in writing.

You are solely responsible for reviewing and understanding all of the terms and conditions of these documents. You accept as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including, the posting of modifications to this Agreement on the Moola App. The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form.

You agree to not contest the admissibility or enforceability of Moola’s electronically stored copy of the Agreement in any proceeding arising out of the terms and conditions of the Agreement. If more than one individual has electronically signed this Agreement, your obligations under this Agreement will be joint and several.

Byclickingthe “Agree” or any similarly worded button,youacknowledge that you(onyour ownbehalfandanyjoint accountholder’s behalf):

  1. agreetoarbitrateanycontroversiesthatmayariseunderthisAgreement;
  2. haveread,understandandagreewithallofthetermsandconditionssetforthinthis Agreement;
  3. have(a)receivedandreadMoola’sDisclosureBrochureandRelationshipSummaryand (b)receivedacopyofMoola’sPrivacyPolicy;and
  4. understandthatclicking“Agree”isthelegalequivalentofmanuallysigningthis Agreement, and that you will be legally bound by its terms and conditions.