This Investment Advisory Agreement (this "Agreement") is between the undersigned ("You," "you," or "Client") and sets out the terms and conditions under which Every Securities LLC ("Every," "we," "our" or "us"), an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC"), will provide ongoing investment advisory services with respect to the assets in your Every investment account (each, an "Account" or collectively the "Accounts"). These services will be provided under Every's wrap fee program, as described further herein and in Every's Wrap Program Brochure.
This Agreement will become effective, and you will become our client, when we accept your electronically-signed Agreement and application, which will be reflected on internal records we maintain. Every provides its services via its Electronic Platform (defined below); therefore, you will sign this Agreement electronically, which will constitute your signature and will have the same binding effect as if you signed a paper agreement by hand. You should review this Agreement carefully before signing it. The current Agreement will be available through the Electronic Platform.
Investment Advisory Services
You hereby appoint Every as your investment adviser to perform investment management services for the Accounts on a non-discretionary basis, and Every agrees to provide such services in accordance with the terms and provisions otherwise included as part of the Agreement (the "Services"), which may change from time to time. You hereby acknowledge that the sole responsibility for determining whether to implement any advice or recommendations given pursuant to the Agreement rests with you and that no transactions will be affected without your prior consent and approval. Should you determine to implement any of Every's recommendations, you will thereafter authorize Every to carry out such transactions as approved by you and to give instructions in furtherance thereof to brokers, dealers and/or other parties necessary to affect such transactions on behalf of the Accounts.
Notwithstanding Every's non-discretionary authority to manage the Accounts, you hereby acknowledge and grant Every all powers and authorities to have Every invest any cash balances in your Account in the cash-sweep vehicle(s) offered by the qualified custodian maintaining Account(s) (the "Custodian"). For avoidance of doubt, any idle cash will be subject to the Custodian's cash-sweep vehicle(s). Should you subsequently choose to invest such assets, you may do so at any time, but trades made from assets originating from the Custodian's cash-sweep vehicle may take up to two (2) business days to settle in your Account.
As part of the Account-opening process, you will be required to complete an application and questionnaire (the "Questionnaire") that will provide us with certain information relevant to providing you with suitable investment advisory services with respect to the investment options available to you through your Account. This may, but is not required to, include information regarding your financial situation, investment preferences, operating burn, objectives, and risk tolerance. The foregoing list is illustrative and not meant to be exhaustive. Every will analyze your responses to the Questionnaire to provide investment advice, which will include recommendations of investment options or a portfolio of investment options, from among government-backed securities, money market funds, and/or mutual funds available to you through your Account, based on the information provided.
You will have the option to accept Every's advice, or decline and choose different investments and/or different allocations of investments from among the options offered through your Account, whether or not including the investment recommendations provided by Every.
You should update your responses to the Questionnaire, through the Electronic Platform or by otherwise contacting Every, whenever your circumstances change that could affect how we manage your Accounts. At a minimum, you will be prompted to review and/or update the responses to the Questionnaire on an annual basis. You understand that Every's recommendations are based on your responses to the Questionnaire. It is your responsibility to update your information accurately if your situation changes. You should also make sure you understand the merits and risks associated with any investments and the recommendations made by Every and ask Every any questions you may have.
You acknowledge that Every does not provide: (i) comprehensive financial planning services, and its Services are not a complete investment program as they do not take all of a Client's financial and other considerations into account when recommending an investment strategy; rather Every's recommendations are limited based on the information provided by the Client through the Questionnaire; (ii) tax, accounting or legal advice; or (iii) custody of your Account assets. You are encouraged to consider additional asset classes, strategies, and investments to supplement the investments maintained in your Account and to consult with your tax advisor regarding any tax consequences related to your Account.
Electronic Platform
You acknowledge that: (i) Every will primarily deliver the Services through an online platform and/or mobile application (collectively, including any updates and replacement or supplement to them, the "Electronic Platform"); (ii) Every will provide limited Services in person, over the phone, or through the Electronic Platform, or such other medium(s) as Every may make available from time to time; and
(iii) with respect to your Account, other than cash subject to the Custodian' cash-sweep vehicle, Every does not have authority to effect trades without your prior consultation or approval. You also acknowledge that certain Services will be provided by Every's affiliates.
The Electronic Platform is owned and operated by Every's parent company, Every, Inc. ("Every, Inc."). Every, Inc. offers a suite of services that are separate from those described herein. You will typically be required to agree to a "Terms of Use" or equivalent terms with Every, Inc. prior to your being provided access to the Electronic Platform. Any violation of the Terms of Use with Every, Inc. will also serve as grounds for immediate termination of this Agreement.
Account Requirements
There is currently no minimum investment amount required to open an account; however, Every reserves the right to require a minimum investment amount to open an Account. You retain sole ownership of the Accounts. You may make additions to and withdrawals from your Accounts at any time through the Electronic Platform, subject to Every's right to terminate your Account at any time.
Additions may be via wire or ACH deposit. Every may also permit you to transfer securities in-kind into your Account, at Every's sole discretion. You understand and agree that any fees for ACH failures and/or insufficient funds remain your responsibility, and that such costs and expenses will be charged back to you typically as a direct debit to your Account. You may withdraw assets from your Account upon notice to Every. Such notice must be provided through the Electronic Platform and will be subject to the usual and customary securities transfer and settlement procedures. Every does not utilize tax-harvesting strategies as part of its Services, nor does Every or any of its advisors offer tax advice or services.
Fees and Expenses
Advisory Fee
For the Services specified in this Agreement, Client hereby agrees to pay the fees set forth in the attached fee schedule, Exhibit 1 (the "Fee Schedule"), for each month during the term commencing on the effective date of this agreement, and continuing thereafter for each such month. The advisory fee is 35 basis points (0.35%) and is a wrap fee in that it includes investment advisory fees in addition to custody fees and brokerage fees, such as commissions and sales fees. Expense ratios and management fees imposed by third parties on products such as Exchange Traded Funds or mutual funds are not included in the wrap fee, and if applicable will be charged to Client's account separately. Further, Clients will be responsible for certain transaction fees and costs, such as when Every "trades away" from the Custodian. For more information, please see Brokerage and Transaction Execution, below.
Other Fees
You understand that investments available on the Every platform may include securities for which you may indirectly bear a share of the management fees and other expenses as disclosed in each such security's prospectus. For more information please see Item 4 of our Wrap Fee Disclosure Brochure.
Additionally, you may incur certain other charges, including those imposed by third-party financial institutions. These additional costs may include, and are not limited to wire transfer fees, paper statement fees, bounced check fees, transfer taxes, wire transfer and electronic fund fees. You understand that these fees are not included in the fee that you pay to Every.
Fee Payment
By signing this Agreement, you authorize Every to direct the Custodian to deduct any fees applicable to your Account directly from your Account (the "Account Fees"). You should notify Every immediately if you believe there has been an inaccuracy in the calculation of your Account Fees. In the event your Account does not include a cash balance adequate to pay the Accounts Fees, you authorize Every to determine the assets in your Account that will be sold, and to sell these assets, without notice to you, to pay any applicable Account Fees and any other fees due under this Agreement.
Payment of fees generally will be made first from Account assets in cash, next from the liquidation of cash equivalents, and finally from sale of securities held in your Account.
Custody
Client assets must be maintained in an account with a Qualified Custodian. Upon submitting all Account opening documentation, Every will facilitate the opening of a Client's custody account with Pershing LLC ("Custodian"). You hereby authorize Every to enter into any such agreements or other arrangements to facilitate the custody, execution, and clearing of Account transactions. Clients receive at least quarterly account statements directly from the Custodian, listing account balance(s), transaction history, and any fees deducted from the Account. We encourage all clients to review their custodial account statements promptly to confirm the accuracy of the information provided.
With regard to any Custodian of your assets, Every's authority will be limited to authorized trading activity. Every shall have no authority hereunder to take or have custody or possession of any assets in the Account. Every may direct delivery of any Account assets or direct the payment of any funds held in that Account to itself or permitted partners in connection with paying the Account Fees and expenses, as noted within the Fees and Expenses section of this agreement and/or Every's Form ADV. Upon request from the Client, Every may direct delivery of any Account assets to third-parties unaffiliated with Every, pursuant to valid legal authority, or as provided in the Fees and Expenses section of this Agreement.
Brokerage and Transaction Execution
Client understands and agrees that the Account Fee paid to Every includes investment advisory services, custody fees, and brokerage fees, such as commissions and sales fees, on transactions effected by the Custodian. Accordingly, and in light of the value of brokerage and other services received by or made available by the Custodian to your Account (including, without limitation, reporting, trade execution, clearance, settlement, and other account services from the Custodian), Client hereby authorizes and directs Every to execute all Account transactions through the Custodian, as agent or principal in all programs and circumstances where the execution services of the Custodian are available for direction on this basis in the ordinary course of its business.
When performing the Services under this Agreement, Every shall place orders for the execution of transactions with or through such brokers, dealers, or banks as Every may deem appropriate and been given prior authority. It is the policy and practice of Every to strive for best execution on light of the circumstances involved in transactions ("best execution"). In seeking best execution, the determinative factor is not always the lowest possible cost, but whether the transaction represents the overall best qualitative execution, taking into consideration the full range of the Custodian's/broker-dealer's services, including among others, net price, reputation, financial strength and stability, efficiency of execution and error resolution, the size of the transaction and the market for the security. Every will not obligate itself to obtain the lowest commission or best net price for an account on any particular transaction. Consistent with the foregoing, while Every will seek competitive rates, it will not always obtain the lowest possible commission rates for Client transactions.
You may revoke your brokerage direction at any time on written notice to Every, and any such revocation will be effective once Every has received and has had a reasonable time to act on it. Revocation of your brokerage direction may cause Every to impose restrictions on or close your Account, or to increase the investment advisory or other fees paid under this Agreement. Notwithstanding the foregoing, Clients will be responsible for any transaction and settlement costs where the Custodian executes Client transactions in foreign markets, such as a purchase of a non-U.S. security through a local executing broker-dealer. In addition, Every may trade away from the Custodian in certain instances, such as when Custodian is unable to execute a particular type of transaction. Client will be responsible for any brokerage fees or other expenses that are associated with such transactions in addition to the wrap fee paid to Every.
Clients should understand that using a single broker-dealer to execute transactions for their Account may result in disadvantages to the Client as a possible result of less favorable executions than may be available through the use of a different or a wider range of broker-dealers.
Trading
When Every places an order to sell on a Client's behalf, it will be for whole share quantities. When Every places orders to buy, it will use either a whole share quantity or a dollar value (e.g., $250.00). Dollar value orders will be converted into whole share quantities for execution. For a variety of reasons, the actual amount of an executed dollar-value order may be different from the requested amount. The actual amount of an executed order to buy a dollar value of a security may also be lower or higher than the amount requested due to the price movement of the shares in the market. All orders placed by Every will be marked "Not Held," which gives Every time and price discretion to execute the order without being held to the security's current quote. In connection therewith, each time an order is submitted to buy or sell a share quantity or dollar amount of a particular security, you authorize Every to use time and price discretion.
Investment Tools
Client understands that any investment tools provided within Every's Electronic Platform are not a guarantee of performance and Every does not guarantee or make any warranty of any kind, express or implied, regarding the projections or recommendations generated by the investment tools. Client acknowledges and agrees that projections shown in investment tools are based on information believed reliable, but may not prove true, and in some cases, will vary materially from actual performance. Client understands Every is not responsible for actual or perceived lost opportunity or profits arising out of Client's decision to make investment decisions based on such projections.
Proxies
Generally, Every will not vote (by proxy or otherwise) in any matters for which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in the Client's Account. Further, Every will not advise or take any action on behalf of Client in any legal proceedings, including bankruptcies or class actions, involving securities held in or formerly held in Client's Account or the issuers of those securities. A copy of Adviser's proxy voting record and policies are available upon written request by the Client.
Statements and Reports
In connection with the Services, we may obtain and utilize information and data from a wide variety of public and private sources, including (i) financial publications that monitor market indices and other materials prepared by parties other than us and (ii) information and data concerning investment management firms obtained from both the investment management firms and/or from third party vendors. We will only use data from third party sources believed reliable and we will not utilize any such information or data if we have reason to believe it to be inaccurate. However, Client understands and acknowledges we will not independently verify such information and data, and therefore there is risk in relying on reports that are based on this information and data.
Access Disruptions
Client understands that Every does not guarantee that access to Every's Electronic Platform will be available at all times. Every reserves the right to suspend access to the Electronic Platform without prior notice for scheduled or unscheduled system repairs or upgrades.
Further, access to the online platform may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, any kind of interruption of the services provided by Every, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. Client understands there is risk of loss beyond Every's control associated with such access limitations or unavailability.
Assignment
Every may not assign this Agreement without the consent of Client if such consent is required under the Advisers Act. In the event of an assignment by Every, Every shall request any required consent(s) of Client through the Electronic Platform. If Client does not respond to such request within the time specified in the notice (which in no event will be less than thirty (30) days), Client's continued acceptance of investment advisory services from Every or any assignee identified in the notice shall constitute Client's consent(s) to the assignment. This Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. This agreement shall not be assigned by Client without the prior written consent of Every.
Amendment
Unless stated otherwise in this Agreement, Every may amend this Agreement at any time by providing you thirty (30) days advance notice through the Electronic Platform. By keeping your Account(s) with Every, or by continuing to use the services provided by Every under this Agreement after receipt of notice of any amendments, you agree to and accept all terms and conditions of any amendments, including any new or changed terms or conditions.
Confidentiality
Except as required by law, judicial process or as requested by regulatory authorities, (a) Every agrees to maintain in strict confidence all of Client's non-public personal and financial information that Client (or a third-party service provider, as applicable) furnishes to Every, except for information that Client explicitly agrees to share publicly, and (b) Client agrees to maintain in strict confidence all investment advice and other non-public information that Client acquires from Every in connection with the Account. Client agrees that Client shall not use any confidential information received from Every for any purpose other than managing the Client's Account, including, but not limited to, developing a service that competes with Every's services. Every may disclose information relating to the Client's Account to (i) its affiliates or other agents under this Agreement, (ii) to any Client service provider designated by the Client, (iii) any market counterparty/broker in relation to transactions undertaken for the Account, (iv) or any other third party to assist or enable the proper performance of Every's Services under the Agreement. Every and any trading counterparties are authorized to disclose transaction and other information to data repositories and regulators for the purposes of meeting applicable transaction and other regulatory reporting requirements.
Client acknowledges receipt of and consents to Every's Privacy Policy. You may choose not to provide your personal information to Every; however, in these cases, Every may choose to terminate this Agreement and any related Account(s).
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 they are legally empowered to enter into or perform this Agreement in such a capacity. The Client represents that they are 18 years of age or older and have the full power and authority to enter into and perform under this Agreement.
Non-Exclusive Services
You understand and agree that Every may provide investment advisory or other services to other clients. You further understand that we and our affiliates may take investment action on behalf of such other clients, or for Every and/or its employees' own accounts that may differ from the investment action taken on behalf of your Account(s).
Representations and Warranties
You represent and warrant that: (i) you have full power and authority to enter into this Agreement; (ii) the terms hereof do not violate any obligation by which you are bound, whether arising by contract, operation of law, or otherwise; (iii) this Agreement has been duly authorized and will be binding according to its terms; (iv) as of the effective date of this Agreement and at all times during the term of this Agreement, none of the Account's assets are or will be assets of "employee benefit plans" within the meaning of the U.S. Employee Retirement Income Security Act of 1974 (ERISA), as amended; and (v) you shall promptly notify Every if any of your representations or warranties in this Agreement are no longer true or completely accurate.
Client also understands and agrees that Every will manage Client's Account based on the information Client provides to Every and if any such information becomes incomplete or inaccurate, Client will promptly notify Every and update any applicable information on the Electronic Platform. Client further understands that Every does not guarantee the performance of the Account and the Account is not insured against any investment losses that may occur. If this Agreement is entered into by a trustee or other fiduciary, such trustee or fiduciary represents that the Services to be provided by Every are within the scope of the services and investments authorized by the governing instruments of, and laws and regulations applicable to, the Client, and that such trustee or fiduciary is duly authorized to enter into this Agreement.
You represent that all assets managed by Every for you are free from any security interests, liens, or encumbrances exercisable by any third party against such assets, and you shall not grant a security interest, lien, or encumbrance on any such assets for the benefit of any third party, except at Every's direction. You agree to immediately notify Every if you learn that any security interest, lien, or encumbrance is created against any of your assets managed by Every.
Investment Risks
You recognize that there may be loss (sometimes total loss) or depreciation of the value of any investment or other assets in the Account due to the fluctuation of market values, and accordingly the value of your Account will change over time and may decrease.
You understand and acknowledge that we have not made any guarantee, either oral or written, that your investment objective will be achieved or that the value of any Account assets will not decline. The implementation of the investment algorithms described herein are subject to many risks. You should carefully review the risks described in Item 8: Methods of Analysis, Investment Strategies and Risk of Loss in our Form ADV Part 2A.
Term and Termination
This Agreement will remain in full force and effect until either party gives written notice to the other party of its intention to terminate the Agreement. This Agreement may be terminated, without penalty, upon immediate written notice by us, or upon 30 days' advance notice by Client; provided, however, that the foregoing termination right is subject to limitations in any other agreement between Client and Every or its affiliates, including but not limited to Every's or its affiliates' "Every Premium" offering. Client notice of termination shall be provided to Every through the Electronic Platform. Once all Client securities have been sold (and/or transferred, as applicable), the balance in the Client's Account will be remitted back to the Client's linked bank account and its Account will be closed. Termination of this Agreement will not affect (i) the validity of any action previously taken by Every under this Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; and (iii) your obligation to pay our fees (prorated through the date of termination).
Arbitration Agreement and Dispute Resolution
You agree that any claim, controversy, or dispute which arises out of or relating to this Agreement or the interpretation and validity thereof, performance, termination, enforcement, or alleged breach thereof, must be finally settled by binding, individual, arbitration conducted in accordance with this Agreement. The arbitration will be conducted before, and only before, a single arbitrator set up by Judicial Arbitration and Mediation Services ("JAMS") in accordance with its arbitration procedures. Either the Client or Every may initiate arbitration by filing a written claim with JAMS. The venue for any arbitration will be in San Francisco, California. The decision of the arbitrator(s) will be binding and conclusive upon the parties, their successors, legal representatives and assigns. This arbitration provision shall survive termination of this Agreement. You and Every acknowledge the following regarding this arbitration clause:
• Arbitration is final and binding;
• Arbitration clauses may not be enforceable where prohibited by law;
• Each party is waiving its right to seek remedies in court, including a right to a jury trial;
• Pre-arbitration discovery may be generally more limited than and different from court discovery proceedings, depending on the applicable rules of arbitration;
• The arbitrator's award may not be required to include factual findings or legal reasoning, and any party's right to appeal or to seek modification of rulings by the arbitrator may be strictly limited, depending on the applicable rules of arbitration; and
• The arbitrator may be a person who was or is affiliated with the securities industry selected from banking, legal, or investment- related professions.
The prevailing party will be entitled to reasonable attorney's fees together with any reasonable costs and expenses from arbitration. This arbitration agreement will be enforced and interpreted exclusively in accordance with the Federal Arbitration Act. Client understands that nothing in this Agreement modifies any rights Client may be afforded under the federal or state securities laws, including the Advisers Act and the Federal Arbitration Act, and Client therefore is not waiving any rights Client may be afforded under such laws to pursue remedies by other means.
Any demand for arbitration under this Agreement shall be made before the applicable statute of limitations to a claim under California law has run. Should any demand for arbitration be made for which there is no applicable statute of limitations under California procedural law, the parties agree that any such claim for arbitration shall be made within two years of accrual of any claim hereunder, or the claim is waived.
If any of the specific provisions within this Section are found to be unenforceable, the remainder of this Section shall not be affected thereby and, to this extent, the provisions of this Section shall be deemed to be severable.
Notices and Communications
Our opening and maintaining your Account is conditioned on your agreement to receive all notices, documents, and other information related to your account and investments electronically, through the Electronic Platform. You agree that when we send these electronic notices to you they constitute delivery of the information or documents contained in the electronic communication, even if you do not actually access the information or documents through the Electronic Platform.
By executing this Agreement, you further agree and acknowledge that:
• You authorize Every to deliver any notices required under this Agreement, or any type of document relating to your Account through the Electronic Platform.
• You have access to a computer with the means to access such documents (including PDF software, available free of charge at Adobe's website www.adobe.com), and that you may incur costs accessing or printing the documents (e.g., online provider fees and printing costs). Every is not liable for these costs or any computer problems (including viruses) you incur in accessing the Electronic Platform. Client will pay for their own online provider fees and printing costs.
• The term of this consent is indefinite, but you may revoke this authorization at any time by contacting Every, Inc. or by using the Electronic Platform. You may also, without revoking this authorization, request from Every, through the Electronic Platform, a paper copy of any document that Every delivers electronically under this authorization, and Every will provide you with a paper copy of such requested document at no charge.
• You agree to notify us immediately if you have any reason to believe your Account, or any account linked to your Account (including your bank account or email address), has been compromised by any third party.
• You understand there are certain cybersecurity risks inherent in accessing your Account online and in providing instructions electronically via email, through the Electronic Platform, or otherwise, including, but not limited to, financial loss due to unauthorized use of your account, bank account or email address, or that your information may appear in a data breach. You agree that Every will follow instructions with regard to your Account from your email address of record or delivered through your Electronic Platform account, and we would likely be unable to detect if the instructions were a result of a compromised account.
Receipt of Important Documents
You acknowledge that you have received a copy of our Privacy Notice, Form ADV Part 2A, Wrap Fee Appendix Brochure, and Form ADV Part 2B (as applicable), and any supplemental disclosures. Such disclosure documents were provided prior to entering into this Agreement.
Use Restrictions of Electronic Platform
You will not and will not permit any person or entity to, directly or indirectly: (i) copy, modify, or create any derivative work of any portion of the Electronic Platform; (ii) reverse engineer, decompile, decode, or disassemble, or otherwise attempt to derive or gain improper access to any software component of the Electronic Platform, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease, or loan any portion of the Electronic Platform to any other person or entity, or otherwise allow any person or entity to use the Electronic Platform for any purpose other than in accordance with this Agreement; (iv) use the Electronic Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates Applicable Law; or (v) access or search the Electronic (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, or any other similar data mining tools) other than software or Electronic Platform services features provided by Every, or its parent, for use expressly for such purposes.
Effective Date
This Agreement will be effective when we accept your electronically-signed Agreement and application, which may be reflected on internal records we maintain.
Governing Law
This Agreement shall be governed by, and interpreted according to, the laws of the State of California, without reference to principles of conflict of laws.
Entire Agreement
This Agreement represents our entire understanding with regard to the matters specified herein. No other agreements, covenants, representations, or warranties, express or implied, oral or written, have been made by any party to any other party concerning the subject matter of this Agreement.
Validity
If any part of this Agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of the remainder of this Agreement.
No Third-Party Beneficiaries
Except with respect to Every's rights pursuant to this Agreement, neither party intends for this Agreement to benefit any third-party not expressly named in this Agreement.
Electronic Signature, Records, and Disclosures
This Agreement is hereby executed and delivered in counterparts by electronic signature with the same effect as if the parties executing the counterparts had all executed one counterpart. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., clicking "I agree" or use of ADOBE) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Each party consents and agrees that its electronic signature meets the requirements of an original signature as if actually signed by such party in writing. Further, each party agrees that no certification authority or other third-party verification is necessary to the enforceability of its signature. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this Section.
Every intends to provide you with disclosures, notices, agreements, statements, records, documents, and other information (collectively, "Communications") and will at times seek to obtain your signature or agreement through the Electronic Platform. By opening an Account and then accessing your Account, you are consenting to the following terms:
Your agreement as to validity of digital versions
You also agree that 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.
Revocation of electronic signature
This Consent will apply on an ongoing basis unless you withdraw it. You have the right to withdraw this Consent and the use of your E-Signature at any time. You acknowledge that we reserve the right to restrict or terminate your access to Every, including without limitation the Electronic Platform, if you withdraw this Consent. If you wish to withdraw your Consent, you must notify Every through the Electronic Platform. Withdrawal of your Consent may cause Every to impose restrictions on or close your Account.
Hardware, software and operating system
To receive the Electronic Records, you will need a mobile device with a compatible operating system and a connection to the Internet, and you will need access to a printer or the ability to download information to keep copies for your records. Changes, if any, to these system hardware and software requirements will be updated in the Electronic Platform. You must periodically refer to the Electronic Platform for current system requirements. By establishing and then accessing your Account, you are indicating that you have the capability to access the agreements and other information/documents, and are able to download or print copies for your records. You are responsible for installation, maintenance, and operation of your mobile device, browser and software. Every is not responsible for errors or failures from any malfunction of your mobile device, computer, browser, or software. Every is also not responsible for computer viruses or related problems associated with use of an online system.
Exhibit 1 - Fee Schedule
Default fees
The default annual investment advisory fee of 35 basis points (0.35%) of the average daily balance of your Account will be accrued daily and collected monthly in arrears; or, if you terminate your account before a month-end, the investment advisory fee will be prorated through the Account termination date. Investment advisory fees will also be prorated based on additions or withdrawals to the Account during the applicable billing period.
Negotiated fees
Notwithstanding the above, Every reserves the right to negotiate any management or investment advisory fees with you. Such negotiated management fees may include (as an addition to or substitute for the above) fixed monthly fees, which may vary based on the market value of the Client Account in a given month.
Collection at withdrawal; calculation methods
If Client requests a withdrawal that will result in insufficient assets to pay any fees that are due to Every at the time of the withdrawal, such fees will be collected at the time of the withdrawal. Investment advisory fees will be based on the market value of the assets in your Account as determined by Every, including any cash in your account at the end of each business day, as of the close of trading on the New York Stock Exchange ("NYSE") or as of the immediately preceding close of the NYSE for days when the NYSE is closed.