RIZE PROGRAM AGREEMENT

Last updated: July 15, 2019

The Rize Program Agreement (this “Program Agreement”) sets forth the terms and conditions that will govern your use of the services offered by Rize Advisors, LLC.  The Program Agreement includes the terms set forth below and in the following included attachments.  Please review this document in its entirety including all attachments before registering to use Rize services.

Included Attachments:
1. Rize Advisory Agreement Terms governing your appointment of Rize as limited investment advisor.
2. Electronic Communications and Signatures Consent Terms governing your agreement to receive electronic statements, receive electronic documents, and sign documents electronically.

The Program Agreement applies to all users of the Rize Service (as defined below). By registering with Rize, you must accept the terms of the Program Agreement. This is a legally binding agreement between you and Rize. If you have any questions or concerns regarding these Terms of Use, please contact us at support@rizemoney.com.

  1. Acceptance of this Agreement. When you register for an Account (defined below), make use of an Account, or otherwise make use of the Rize Service, you acknowledge, agree to, and are bound by, the terms and conditions of this Program Agreement and all attachments, available online at: https://www.rizemoney.com/rizeuseragreements.  If you do not agree to be bound by the complete Program Agreement and all attachments, do not continue to access or otherwise make use of the Service.
  2. Definitions. Unless context requires otherwise, capitalized terms shall have the following meanings:
      1. “Account” means your Rize user account you obtain by registering through the Site.  It is required to use the Service.
      2. “ACH Operator” has the meaning assigned in Section 11.
      3. “Advisory Agreement” means the Rize Advisory Agreement, incorporated herein as Attachment 1 of this Agreement, pursuant to which you appoint Rize to act as your investment adviser through the Service and to act on your behalf on a non-discretionary basis and in accordance with your Settings.
      4. “Affiliate” means, with respect to a Party, any person, firm, corporation, partnership (including general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such Party.
      5. “Amendment” has the meaning assigned in Section 4.
      6. “App Provider” has the meaning assigned in Section 17.
      7. “Applicable Law” means any and all applicable federal, state and local laws, statutes, ordinances, regulations, rules, opinions, interpretive letters and other official releases of or by any government, or any authority, department or agency thereof which are now in effect or which may come into effect at any time during the Term.
      8. “Brokerage Custodian” means a qualified SEC-registered broker-dealer selected by Rize to serve as brokerage custodian to hold your Rize Brokerage Account and execute trades in accordance with your Settings. The Brokerage Custodian is Apex Clearing Corporation. Rize may replace the Brokerage Custodian with another custodian at any time.
      9. “Content” means any text, pictures, graphics, logos, button items, images, works of authorship and other content (collectively with all information about the Rize Site and Service).
      10. “External Account Credentials” has the meaning assigned in Section 7.2.
      11. “Feedback” has the meaning assigned in Section 16.
      12. “Funding Account” means the deposit account that you (i) maintain at a third party financial institution; and (ii) authorize Rize to access through its third party providers in order to perform the Services.
      13. (m)“Funding Account Credentials” has the meaning assigned in Section 6.2.
      14. “Indemnified Persons” has the meaning assigned in Section 20.
      15. “Material” shall have the meaning assigned in Section 19.6.
      16. “Registration” has the meaning assigned in Section 7.1.
      17. Rize”, we “our” or “us” shall mean Rize Advisors, LLC, a Delaware limited liability company and SEC-registered investment adviser.
      18. “Rize Brokerage Account” means the account opened on your behalf with the Brokerage Custodian and arranged through the Rize service for the purpose of receiving and holding transferred funds according to your Settings for the purpose of saving and investment.
      19. “Service” or “Services” means the Rize interactive platform and suite of services, tools, and functions that assist you with establishing and meeting personal financial goals through various means, which may include, without limitation: (i) monitoring your Funding Account and Rize Brokerage Account, (ii) providing personalized and automated investment and savings advice, (iv) automatically moving money between your Funding Account and your Rize Brokerage Account, or (v) directing the Brokerage Custodian to purchase or sell securities to fulfill directions you have provided.
      20. “Settings” means the User Information in combination with instructions that you provide through your Rize Account directing and authorizing Rize to take certain automated actions to provide the Service.
      21. “Site”means the Rize website (located at https://www.rizemoney.com) or the Rize application available for mobile devices.  Both the Rize website and the Rize mobile application are collectively referred to in this Agreement as the Site.
      22. “Submission” has the meaning assigned in Section 15.1.
      23. “User Information” means your personal information provided by you to Rize or made available to Rize by third-parties about you, and may include your name, your date of birth, your social security number, your tax identification number (if applicable), your home or other physical address, your email address, your telephone number, banking, savings, and investment information, and information concerning your financial goals and preferences. Certain User Information is required to register for an Account and access or otherwise make use of the Services.
      24. “You” or “your” means the person or entity using or accessing the Site or Service under this Program Agreement.
  3. Your use of Rize is subject to your acceptance by Brokerage Custodian. To use Rize you must be accepted for a Rize Brokerage Account by the Brokerage Custodian.  The Brokerage Custodian may decline your application for an account based on their internal assessment process.  You will not be able to make use of the Rize Services if the Brokerage Custodian declines your request for a Rize Brokerage Account.
  4. Amending this Agreement. Rize reserves the right to change, modify, supplement, or update this Agreement (each, an “Amendment”), from time to time without advance notice by posting such Amendment on the Rize Site.  We encourage you to periodically visit this Agreement to check for any Amendments.  In the event that an Amendment to this Agreement materially modifies your rights or obligations we will take commercially reasonable measures to notify you of such Amendment, which may include posting notices on the Rize Site or mobile application or sending notices to you at your email address.

You acknowledge and agree that you will be bound by any such Amendment if you continue to access or use the Rize Site or Service after such amendment is posted. Unless otherwise indicated, any new Service added to the Rize Site will also be subject to this Agreement effective upon the date of any such addition. You are encouraged to review the Rize Site and this Agreement periodically for updates and changes. The most current version of this Agreement will be effective as of the date specified in the “Last Updated” legend set forth above.

  1. Privacy. You acknowledge and agree to the terms and conditions of our Privacy Policy, available online at https://rizemoney.com/privacypolicy, as may be amended from time to time.  The most current version is incorporated by reference into this Agreement as if it were set forth herein in its entirety. The Privacy Policy describes our collection and possible use of information that you provide to us. By using the Rize Site or Service, you agree to, and are bound by, the terms of the Privacy Policy.
  2. Service. We provide an interactive platform that assists you with establishing and meeting personal savings goals by (i) tracking your Funding Account, (ii) providing personalized and automated savings and investment advice, (iii) notifying you of savings and investment opportunities, or (iv) automatically transferring funds from your Funding Account to your Rize Brokerage Account based on your Settings.

Your rights and obligations with respect to the Rize Site and Service are personal to you and you may not transfer such rights and obligations to any other person or entity. Rize will give you access to additional products, services, and features and may offer additional products and services from time to time through our website and application.

Your use of such additional products and services may be conditioned upon your acceptance of additional terms of use and privacy policy.

  1. Account Registration & Rize Brokerage Account.
    1. Account Registration. When you register with Rize (“Registration”) you will be required to provide Rize with certain personal information in order to create an Account, to enable creating a Rize Brokerage Account, and to use the Service. Your User Information may be retained by and used by Rize to provide the Service and shared with the Brokerage Custodian as needed to deliver the Service.  By registering your Account and signing up for the Service, you acknowledge and agree that you willingly submit your personal information and User Information for our use to provide the Service to you. You provide Rize this information subject to the Rize Privacy Policy.
    2. Funding Account. In order to register for the Service, you will be required to provide Rize with certain information related to the Funding Account you maintain at a third-party financial institution including log-in credentials, passwords, American Bankers Association routing number, Funding Account number and other relevant user information as may be necessary for Rize to provide the Service (“Funding Account Credentials”). We contract with third parties to access your Funding Account using the Funding Account Credentials that you provide to us.

Accordingly, you are responsible for providing us with accurate, up-to-date Funding Account Credentials and for notifying us immediately of any change to such Funding Account Credentials.

You acknowledge and agree that we cannot provide the Service to you unless your Funding Account is properly connected to your Rize Account and that we will not be able to connect your Funding Account to your Rize Account unless you provide true, accurate, current and complete Funding Account Credentials. By providing us with your Funding Account Credentials, you authorize Rize and its third party providers to use your Funding Account Credentials to access your Funding Account only as may be necessary to provide the Service to you according to your Settings.

    1. Rize Brokerage Account. When you Register with Rize, Rize will establish on your behalf an account with the Brokerage Custodian.  This is your Rize Brokerage Account referenced in this Program Agreement.
      1. You will own the Rize Brokerage Account. You will be required to accept and agree to a separate customer account agreement between you and the Brokerage Custodian. That customer account agreement will govern your rights to the Rize Brokerage Account.
      2. Transfers to and from the Rize Brokerage Account, and transactions in the Rize Brokerage Account, will be made as set forth in the Rize Investment Advisory Agreement (included as an attachment to this Program Agreement).
      3. Based on the information you submit to Rize, including through your Settings, Rize may make recommendations regarding savings, investments, or other financial decisions in order to meet your identified financial goals. Rize does not have discretion to independently transfer funds from your Funding Account to or from your Rize Brokerage Account apart from the instructions you provide to us in your Settings. Through the Service, you will authorize Rize to issue instructions to the Brokerage Custodian as may be appropriate in connection with the settlement of transactions initiated by Rize.
      4. You accept that the Brokerage Custodian is responsible for the prompt delivery of funds to settle transactions effected on your behalf by Rize. Rize will at no time receive, retain or physically control any cash, securities or other assets in the Rize Brokerage Account. Rize will assist you in obtaining disbursements from the Brokerage Custodian through your Rize Account from time to time as you request.
      5. Any disbursements of funds from the Rize Brokerage Account will be made only to the initial Funding Account or to a substitute Funding Account that is controlled by you at a substitute financial institution. Funds in the Rize Brokerage Account may not be transferred to a third-party controlled account.
  1. Settings and Savings Goals.  During Registration and in the course of using the Service you will be asked to establish savings goals and to provide Rize with certain instructions and Settings that will enable Rize to help you contribute to savings goals.
    1. Your Settings may include savings amounts, time periods, expenses, payment of expenses, and more. Rize may add or remove Settings at any time.
    2. You agree your Settings will be understood by Rize as instructions and authorization to (a) automatically transfer funds into and out of the Brokerage Account in the amounts and at the periods described in Settings, (b) monitor your Funding Account and collect data on spending and savings patterns, (c) notify you of savings opportunities based on your Funding Account spending and saving patterns or other information Rize collects about you, (d) recommend allocation of assets to securities, (e) transfer funds to and from your Funding Account and Rize Brokerage Account on specified dates, in connection with the occurrence of certain events identified in your Settings, at regular intervals, or on a one-time basis.
    3. Updated User Information. You agree to maintain current Settings and to update or revise Settings as your circumstances change.
  2. Rize Fees and Revenue.
    1. Voluntary Fees.  Rize does not charge a minimum fee for use of the Service. However, Rize will offer you the opportunity to make a voluntary contribution for the use of the Service. By selecting the amount of the monthly contribution, you authorize Rize to automatically deduct the amount of the monthly fee you select from your Rize Brokerage Account held by the Brokerage Custodian.
    2. Change of Fees.   You acknowledge and agree that Rize may change its fees in the future for your use of the Rize Site and the Services. Rize will provide you with at least 30 calendar days advance written notice of any such change to the fees it will directly charge to you and you may terminate your Account, the Program Agreement, the attachments to this Program Agreement, and transfer any funds from your Rize Brokerage Account as may be necessary to avoid a charge for such fees.
    3. Cost to Access Rize.  You are responsible for all charges and fees that may be required to connect to the Services, Site, or download the mobile application to a computer or mobile device, including without limitation all internet service provider fees, data charges, sales taxes and any other fees and charges necessary to access our Services via your mobile device or other personal electronic devices.
  3. Accuracy and Changes to User Information.
    1. 10.1.You agree to provide accurate, up-to-date User Information when registering for your Account, making any transfers, and when you otherwise access or make use of the Account, Rize Site or Service.
    2. 10.2.You further agree to promptly update all your User Information and Account credentials whenever the information provided to us by you is found to be or becomes inaccurate, including any changes to contract information so that Rize may contact you electronically.
    3. 10.3.You can update your information through the website or application tools or by contacting us at support@rizemoney.com. We are not responsible for any Service-related issues or errors arising from your failure to submit or maintain current and accurate User Information or Rize Brokerage Account credentials. If we determine, in our sole discretion, that you have failed to submit or maintain current and accurate User Information or account credentials, we may temporarily suspend or terminate your access to the Account, Rize Site or Service.
  4. Automated Clearing House (“ACH”) Transactions.
    1. 11.1.In connection with ACH transactions, you acknowledge and agree as follows:
      1. You acknowledge that it is your responsibility to provide and maintain true, accurate, current and correct account credentials at all times when using the Services as may be necessary for Rize’s third party provider (“ACH Operator”) to conduct ACH transfers from any accounts you have designated for transfers, including your Funding Account and your Rize Brokerage Account.
      2. You agree to be bound by the National Automated Clearing House Association operating rules and any applicable local ACH operating rules.
      3. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your Account credentials, Funding Account, Rize Brokerage Account, or in the payment instructions set forth in your Settings may result in an ACH transfer being rejected, lost, incorrectly posted, or returned to the respective financial institution that maintains your Funding Account or Rize Brokerage Account without notice to you.
      4. You agree that Rize may request and the ACH Operator may make ACH transfers between your Funding Account and your Rize Brokerage Account based solely upon your Funding Account credentials, User Information and Settings. Rize, the Brokerage Custodian, and the ACH Operator shall not be obligated by any provision of the Program Agreement or its attachments to determine whether there is a discrepancy relating to names or account numbers in transfers between your Funding Account and your Rize Brokerage Account.
      5. You acknowledge and agree that processing of ACH transfers may be delayed for five (5) business days or longer. If you believe a transfer has not been properly credited to you, you agree to notify Rize promptly.
      6. You agree and acknowledge that money transferred to your Rize Brokerage Account may not be reflected in a deposit credited to your Rize Brokerage Account as available during delays.
      7. You agree that, notwithstanding anything to the contrary in this Agreement, Rize shall not be liable for ACH transfer processing delays, any act or omission of, including without limitation any overdraft or other fee charged by, any financial institution that maintains your Funding Account or Rize Brokerage Account or for any act or omission of any service provider or vendor of any such financial institution.
    2. 11.2.Any credit resulting from an ACH transfer associated with an ACH transfer to your Rize Brokerage Account is provisional until the funds are received by the recipient custodian. Without limiting any other rights of Rize to delay a funds transfer or deny a request for a funds transfer, Rize reserves the right to delay or prevent such funds transfer pending verification of final payment.
      1. If your Rize Brokerage Account has been credited by mistake, you authorize Rize to reverse the credit to your Rize Brokerage Account or will otherwise reimburse Rize if assets in your Rize Brokerage Account are not sufficient.
      2. If a funds transfer does not become final, then those funds will not be deemed to be paid by you into your Rize Brokerage Account.
    1. 11.3.You agree to indemnify and hold Rize and the other Indemnified Persons (defined in Section 20) harmless from any and all damages resulting from or relating to any mismatched, incorrect, or incomplete identifying information regarding your Funding Account or Rize Brokerage Account, or in payment instructions for an ACH transfer from or to your Funding Account or Rize Brokerage Account.
  1. Your Warranties to Rize. You represent and warrant to Rize that:
      1. you have read and understand all the provisions, terms, and conditions set forth in this Program Agreement and all of the attachments;
      2. you understand that you will be bound by all of the provisions, terms and conditions set forth in this Program Agreement and all attachments;
      3. you are at least eighteen (18) years of age;
      4. you have the right, authority, and capacity to enter into this Program Agreement and all attachments and to abide by all terms and conditions;
      5. if you are accepting this Program Agreement on behalf of any legal entity, including any company, organization, government, or governmental agency, you have been authorized to do so and to act on behalf of such legal entity;
      6. you have not previously used the Service through an Account that Rize has terminated or suspended in accordance with the terms and conditions of this Program Agreement or any predecessor agreement;
      7. you have a valid U.S. email address;
      8. you have a valid and active deposit account with a U.S. financial institution;
      9. you are a resident of one (1) of the fifty (50) states of the United States, or a resident of Washington D.C. and have a valid postal mailing address confirming the same;
      10. all information that you provide to us is accurate and truthful;
      11. you have the authority to share with Rize any and all information you provide to us, and you grant us the right to use this information as set forth in this Program Agreement,
      12. you have the right to grant us the licenses specified herein, if applicable,
      13. (m)your acceptance and use of the Services pursuant to this Program Agreement does not violate any Applicable Law or other contract or obligation to which you are a party or are otherwise bound, and
      14. you will use the Rize site only for legal purposes and in compliance with all applicable rules and regulations.
  2. User Referrals. 
    1. 13.1.Rize does not receive any compensation for referring you to another investment advisor. Unless paid pursuant to 13.2 below, Rize does not pay any compensation to another investment advisor if another advisor refers users to Rize.
    2. 13.2.Rize may from time to time run various promotional campaigns to attract other users to open accounts with Rize. These promotions may include additional account services or products offered on a limited basis to select users, more favorable fee arrangements, or referral fees paid to existing users.
    3. 13.3.Rize may also pay fees to third parties known as marketing partners for promoting Rize to users and facilitating new users visiting the Rize website or application. Rize may pay fees to other companies for such marketing arrangements. Users are not charged any fee or other costs for being referred to Rize by a current user, marketer or solicitor.
  3. System Specifications. In order to access or use the Rize Services, you a computer with an Internet connection and a major internet browser that is up-to-date (such as Internet Explorer, Chrome, or Safari).  All browser and computer software must permit use of website “cookies” and you will need Adobe Acrobat Reader to open documents we provide in .pdf format. You must maintain sufficient electronic storage capacity on your computer to open and save pages and text. You must have an email account.
  4. Ownership of Information Submitted to or through the Service.
    1. 15.1.Except as stated in the Privacy Policy, any communication or other material (including any text communication, health information, photograph, video, or other audio or visual work) submitted by you or posted to or through the Services (“Submission”) will be considered non-confidential. No compensation will be paid with respect to the retention or use of any Submission. Rize shall have no obligation to preserve, return or otherwise make available to you or others any Submission, except as required by Applicable Law.
    2. 15.2.Except as set forth in our Privacy Policy, Rize does not claim ownership of any information your submit. However, by providing a Submission, you hereby grant to Rize and its Affiliates, subsidiaries, licensees and assigns, an irrevocable, perpetual and royalty-free right to use, reproduce, edit, display, transmit, prepare derivative works of, modify, publish and otherwise make use of the Submission in any and all media, whether now known or hereinafter created, throughout the world and for any purpose related to the business of Rize. By uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submission. The rights granted to Rize include but are not limited to the right to aggregate, summarize, analyze, resize, crop, censor, compress, edit, feature, caption, and to otherwise alter or make use of your Submission.
    3. 15.3.Subject to our Privacy Policy, and limits under Applicable Law with regard to identifiable information, you understand and intend that by providing your Submission to Rize, you hereby waive any privacy expectations that you may have with respect to any such Submission. You hereby agree, subject to the Privacy Policy and Applicable Law, that Rize is the full owner of all rights, title, and interest in any content or information extracted, derived, or otherwise created from such Submission, and you agree to hold Rize and its affiliates, subsidiaries, licensees, sponsors and assigns harmless from and against, and hereby waive any right to pursue, any claims of any nature arising in connection with the inclusion in, publication via or display on any Rize site, or any other use authorized under this Program Agreement, of your Submission. You further hereby agree that any Submission by you will be accurate and will not be intended to mislead, harm or cause damage to Rize, any User, any Third Party or any other party, and you agree to indemnify, defend and hold harmless Rize against any and all claims, liabilities and damages caused by any Submission from you or any Third Party.
    4. 15.4.You understand and agree that, if any other user shares or provides you with access to their Submission, or if you otherwise access any Submission through the Services, you will not obtain, as a result of your use of the Services, any right, title, or interest in or to such Submission. You agree to maintain the confidentiality and integrity of such Submission and/or to any shared Content and to use or disclose such Submission and/or Content only as authorized by their owner. You understand and agree that you shall be solely liable for any damages arising out of or related to your breach of these obligations, and you agree to indemnify Rize for any liabilities or damages arising out of or related to any breach of your duty to maintain the confidentiality and integrity of such Submission and/or any shared Content and to use or disclose such Submission and/or Content only as authorized by their owner.
  5. Feedback. If you send or submit to Rize creative ideas, suggestions, inventions, or materials (“Feedback”), Rize shall: (i) own, exclusively, all now known or later discovered rights to the Feedback; (ii) not be subject to any obligation of confidentiality, except as set forth in our Privacy Policy, and shall not be liable for any use or disclosure of any Feedback; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
  6. App Store Terms of Service.  The following terms apply to any Services accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the Services may now or in the future be made available (each an “App Provider”).
    1. 17.1.You acknowledge and agree that:
      1. this Program Agreement is concluded between you and Rize, and not with the App Provider. Rize (not the App Provider) is solely responsible for the Services;
      2. the App Provider has no obligation to furnish any maintenance and support services with respect to the Services;
      3. in the event of any failure of the Services to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the Services to you (if applicable) and to the maximum extent permitted by Applicable Law, the App Provider will have no other warranty obligation whatsoever with respect to the Services. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Rize; and
      4. the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Services or your possession and use of the Services, including, but not limited to: (i) product liability claims, (ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
    2. 17.2.In the event of any third party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, Rize will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Program Agreement.
    3. 17.3.The App Provider, and its subsidiaries, are third-party beneficiaries of this Program Agreement as related to your license of the Services, and that, upon your acceptance of the terms and conditions of this Program Agreement, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this Program Agreement as related to your license of the Services against you as a third-party beneficiary thereof.
    4. 17.4.You must comply with all applicable App Provider terms of service when using the Services.
  7. Ownership of Content and Services. You acknowledge and agree that, except as otherwise expressly stated, all Content appearing on the Rize Site or Service is the property of Rize and copyrighted by Rize or its third party content suppliers and is protected by U.S. and international copyright laws. The compilation of Content (meaning the collection, arrangement and assembly of the content) is the exclusive property of Rize and is protected by U.S. and international copyright laws.
    1. 18.1.You may use information from the Services through webpages intended for public display, and may download and print a hard copy for your personal use, provided that you keep such pages intact and do not remove or alter any information, name, copyright or other notice (e.g., trademark, patent, etc.) contained in the information.
    2. 18.2.Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from the Rize Site or Services, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Rize or any applicable third party suppliers. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Rize. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Rize does not warrant or represent that your use of Content or the Services will not infringe rights of third parties.
  8. Limited License and Site Access.
    1. 19.1.Subject to compliance with the Program Agreement, including all provisions of this Program Agreement, you may use the Service, and the Rize Site for non-commercial purposes to: (i) learn about the Rize Site and Service, (ii) learn about the investment advisory services provided by Rize and your investment options, (iii) register to use the Services (and thereby enter into this Agreement), (iv) open an Account to participate in the Service, (v) obtain investment advice in accordance with the terms and conditions of this Program Agreement, and the Advisory Agreement, and (vi) execute functions of the Rize system and make use of the Rize Site and Service as we may expressly permit from time to time in furtherance of the objectives and growth of the Service.
    2. 19.2.Use of the Service is limited to persons 18 years of age or older, and is limited to U.S. residents.
    3. 19.3.Subject to your compliance with this Agreement, Rize hereby grants you a limited right and license only to access and make use of the Services available through webpages available on the world wide web or through a mobile application, but not to download (other than page caching or downloading of PDF forms, statements, etc. provided as part of the Service) or modify the Services, or any portion of thereof, except with express written consent of Rize. The Services also contain Content and code that is not included in any license or right to use the Rize Site.  The license granted in this Section does not include any resale or commercial use of the Services or the Content, any derivative use of the Services or the Content, or any right to use data mining, robots, or similar data gathering and code or data extraction tools. The Services or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Rize. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Rize without Rize’s express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of Rize’s name(s) or service marks without the express written consent of their owners.
    4. 19.4.Rize may assign this Agreement or any part hereof, without restrictions. You may not assign this Agreement or any part hereof, nor transfer or sub-license your rights under this Agreement, to any third party. Rize (or the respective third party owners of Content) reserves all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Rize. The content and user interface made available from, on or through the Rize Site or Service may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to this Program Agreement is solely for your personal use (but not for resale or redistribution) as a user of the Rize Site or Service and may not be used for any other purposes. No ownership rights are granted to you hereunder and no title is transferred hereby.
    5. 19.5.Your use of Service must at all times be in accordance with this Agreement and Applicable Law. You will not use the Rize Site or Service: (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) interfere with any other party’s use and enjoyment of the Rize Site, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by Rize to be made accessible to a user, or (vi) attempt to obtain any materials or information through any means not intentionally made available by Rize, or (vii) any use other than the business purpose for which it was intended, is prohibited.
    6. 19.6.As a condition of obtaining access to use the Service, you agree you will not:
      1. provide your Rize Brokerage Account information (including your Account log-in credentials), Account information, Settings, or access to the Service to any third party unless such third party is an accepted Rize service provider;
      2. upload or transmit any message, information, data, text, software or images, or other material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
      3. create a false identity for the purpose of misleading others or impersonate any person or entity, including any Rize representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
      4. upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
      5. upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
      6. delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
      7. use the Rize Site’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
      8. upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;
      9. violate any Applicable Law;
      10. upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;
      11. delete or revise any material posted by any other person or entity;
      12. manipulate or otherwise display the Rize Site by using framing, mirroring or similar navigational technology or directly link to any portion of the Site other than the main homepage in accordance with the Limited License and Site Access outlined above;
      13. (m)probe, scan, test the vulnerability of, or breach the authentication measures of, the Site or any related networks or systems;
      14. register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for the Service if you are not expressly authorized by such party to do so;
      15. harvest or otherwise collect information about others through the Rize Site or Service, including e-mail addresses; or
      16. use any robot, spider, scraper, or other automated means to access the Site or copy any content or information on the Site.
    7. 19.7.Rize reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including the suspension or termination of the user’s access and/or account. Rize may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Rize reserves the right at all times to disclose any information as Rize deems necessary to satisfy any Applicable Law, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Rize’s sole discretion.
  9. Indemnification. You agree to release, indemnify, and hold harmless Rize and its Affiliates, and their respective officers, directors, employees and agents (“Indemnified Persons”) from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Rize Site or Service; (b) your breach of this Agreement; (c) your violation of any rights of a third party; (d) your violation of any Applicable Law; or (e) your failure to provide and maintain true, accurate, current and complete User Information.
  10. Keep Reading to the End!
    1. 21.1.This section is a quick break from all the legal stuff. Take a breath. We know these agreements are long and, honestly, can be kind of boring to read, even if you’re a lawyer (although some lawyers truly do love this stuff. Weirdos.). But, these agreements are super important! So good job making it this far. Now keep going – you’re almost there.
    2. 21.2.To be clear, this Section 21 has no contractual significance whatsoever. We just like our users to know we aren’t robots and we get this stuff is dry. That said, we really do mean for people to read everything so they know their rights when deciding to use RIze. Also, we apologize for having to add legal stuff even in this section. Our lawyers made us do it.
  11. Limitation of Liability.
    1. 22.1.YOU UNDERSTAND AND AGREE THAT RIZE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, AFFILIATES, OR ANY RELATED COMPANIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE RIZE SITE, SERVICE OR THIS AGREEMENT. RIZE WILL NOT BE LIABLE FOR THESE DAMAGES EVEN IF RIZE HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE RIZE SITE, PRODUCTS AND SERVICE OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICE RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICE OBTAINED FROM TRANSACTIONS ENTERED INTO THROUGH THE RIZE SITE OR SERVICE, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE RIZE SITE AND SERVICE OR CONTENT.
    2. 22.2.YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE RIZE SITE AND SERVICE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE RIZE DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE RIZE SITE. 
    3. 22.3.CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  12. No Warranties from Rize.
    1. 23.1.YOU EXPRESSLY AGREE THAT USE OF THE RIZE SITE AND SERVICE IS AT YOUR SOLE RISK. THE RIZE SITE, RIZE SITE CONTENT AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
    2. 23.2.WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RIZE, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY:
      1. WARRANTIES THAT THE RIZE SITE AND SERVICE WILL MEET YOUR REQUIREMENTS;
      2. WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE RIZE SITE, RIZE SITE CONTENT OR SERVICE;
      3. WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE;
      4. WARRANTIES FOR SERVICE RECEIVED THROUGH OR ADVERTISED ON THE RIZE SITE OR ACCESSED THROUGH THE RIZE SITE;
      5. WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE RIZE SITE OR SERVICE;
      6. WARRANTIES THAT YOUR USE OF THE RIZE SITE OR SERVICE WILL BE SECURE OR UNINTERRUPTED; VIRUS-FREE OR ERROR-FREE; AND
      7. WARRANTIES THAT ERRORS IN THE RIZE SITE OR SERVICE WILL BE CORRECTED.
    3. 23.3.Rize does not warrant or make any representations regarding availability, accuracy, reliability, completeness, or timeliness of the materials, Service, text, graphics, and or links associated with the Rize Site. If your use of the Rize Site or the materials, Service, text, graphics, and or links associated with the Rize Site results in the need for servicing or replacing equipment or data, Rize is not responsible for those costs.
  13. Term and Termination. This Agreement shall commence on the date you first access the Rize Site or use the Service and remain in effect until either Party terminates this Agreement as follows (the “Term”). Rize may terminate this Agreement at any time in its sole discretion. You may terminate this Agreement at any time by ending your use of the Rize Site and the Service and notifying Rize at support@rizemoney.com.  In the event of termination by either party, you agree to delete the Rize application from your computer and any devices and to no longer make use of any part of the Rize system or service.
  14. Binding Arbitration.    
    1. 25.1.In the event of any dispute concerning or arising under this Agreement and to the extent not prohibited by the Investment Advisory Act of 1940 or other federal or state securities laws, such dispute shall be arbitrated.
      1. Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the Washington, DC office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures.
      2. The arbitration shall be conducted by a licensed attorney or retired judge who is admitted in both federal and state courts, with experience in securities law.
      3. Each party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator.
      4. To the extent allowed by law, the award shall be final, binding, and non-appealable.
      5. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded.
      6. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction.
    2. 25.2.You may choose to opt out of this Section 25 but only by following the process set forth below:
      1. If you do not wish to be subject to binding arbitration pursuant to this Section 25, then you must notify us in writing within thirty (30) calendar days of the date you acknowledge this Agreement at the following address: Rize Advisors, 3000 Wilson Blvd., Suite 210, Arlington, VA 22201, or by email at support@rizemoney.com
      2. Your written notice must include your name, address, last four digits of your social security number, the date of this Agreement, and a statement that you wish to opt out of the arbitration provisions contained this Section 25.
      3. If you elect to opt out, this will only impact the arbitration provisions and will not impact any agreement you make to waive your right to have a trial by jury to resolve any disputes. Nor will it impact your agreement to waive your right to serve as a representative, as a private attorney general, in any other representative capacity, and/or participate as a class member of a class of claimants, in any lawsuit.
    3. 25.3.THE PRE-DISPUTE ARBITRATION CLAUSE IN THE APEX CUSTOMER ACCOUNT AGREEMENT PROVIDES FOR DISPUTE RESOLUTION SERVICES PROVIDED BY THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”). NOTWITHSTANDING THE TERMS OF THIS SECTION 25, YOU AGREE THAT, IF YOU DECIDE TO OPEN AN ACCOUNT AND/OR USE THE SERVICE, YOUR RELATIONSHIP WITH RIZE ADVISORS, LLC WILL BE GOVERNED BY THE PRE-DISPUTE ARBITRATION CLAUSES IN THE APEX CUSTOMER ACCOUNT AGREEMENT. YOU FURTHER AGREE THAT, IF YOU DECIDE TO OPEN AN ACCOUNT AND/OR USE THE SERVICE, THE PRE-DISPUTE ARBITRATION CLAUSE IN THE APEX CUSTOMER ACCOUNT AGREEMENT SUPERSEDES THE ARBITRATION PROVISIONS OF THIS PROGRAM AGREEMENT.  BUT, IF FINRA DECLINES TO EXERCISE JURISDICTION OVER SUCH A DISPUTE, THE ARBITRATION PROCESS SET FORTH IN THIS AGREEMENT SHALL GOVERN.
  15. Risks. You acknowledge and agree using Rize presents certain risks which you accept, including the following:
      1. Investments and savings are inherently risky.
      2. Past performance of any investment or savings does not guarantee future results
      3. By participating in the Services you may lose opportunities to make other investments and to realize gains from such other investments.
      4. Data provided by Rize or the Brokerage Custodian may not be free from error or inaccuracies.
  16. Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Rize as a result of this Agreement or your access or use of the Rize Site or the Service. Our performance under this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Site and/or Service or information provided to or gathered by us with respect to such use.
  17. SMS / Texts. 
    1. 28.1.By opening a Rize account, and by accepting this Program Agreement, you authorize Rize to deliver marketing text messages to the mobile phone number you have provided. You understand and agree that Rize will use your phone number in accordance with the Rize Terms of Use and Privacy Policy. 
    2. 28.2.You consent that Rize may communicate with you using any telephone number, email address, or other contact information that you provide in connection with your use of the Rize services, or by using any telephone number, email address, or other contact information that you may provide in the future. Rize may communicate with you using any current or future means of communication, including but not limited to:
      1. automated telephone dialing equipment, as defined by law, the FTC, or the FCC,
      2. artificial or pre-recorded voice messages, telephone or electronic facsimile machine,
      3. SMS or text messages, and
      4. email directed to you at your mobile telephone or email otherwise directed to you.
    3. 28.3.You acknowledge that such communications are for informational purposes and are not made for the purpose of telemarketing. Rize may use such means of communication even if you will incur costs to receive such telephone messages, calls, SMS or text messages, emails, or other communications.
  18. General Terms.
    1. 29.1.Waiver. The waiver by Rize of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.
    2. 29.2.Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement will be deemed entered into in Delaware and will be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. The Parties agree that any dispute arising under this Agreement will be resolved generally pursuant to the Binding Arbitration section above, but, if resort to the courts is necessary, exclusively in the state or federal courts in Delaware and the Parties hereby expressly consent to jurisdiction therein, waiving any defenses of jurisdiction or forum non conveniens. THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY.
    3. 29.3.Third Party Beneficiaries. Except as limited herein, this Agreement and the rights and obligations hereunder shall bind, and inure to the benefit of the Parties and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the Parties and their successors and permitted assigns, any of the rights hereunder.
    4. 29.4.Entire Agreement. This Agreement, as may be amended from time to time, and each of its exhibits or appendices, constitute and contain the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
    5. 29.5.Survival. All provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement, including Sections 1, 4, 5, 7, 10, 12, 15, 18, 19, 20, 22, 23, 25, 27, and 29 and the definitions herein as applicable to interpretation of the foregoing shall survive the termination of this Agreement.
    6. 29.6.Severability. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the Parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.
    7. 29.7.Assignment. You may not transfer or assign this Agreement nor any your rights hereunder to any third party and any attempt to so transfer or assign will be rendered null and void. Notwithstanding the foregoing, Rize may assign this Agreement or any rights hereunder without consent: (i) to an entity that acquires all or substantially all of its stock, assets or business; or (ii) to an affiliated company. Except as provided in this section, any attempts by either Party to assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other Party shall be null and void.
    8. 29.8.Contacting Us. If you have any questions about this Agreement, please contact us as described on the website under “Contact Us”, via email, or at the mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them.

E-mail: support@rizemoney.com

Call: 1 (800) 941-3470

Arlington, VA Office

3000 Wilson Blvd., Suite 210

Arlington, VA 22201

If you are unable or unwilling to confirm the above statements, then you must not accept this Agreement or otherwise access or make use of Rize.

RIZE ADVISORY AGREEMENT