Advisory Agreement Terms and Conditions

This agreement covers our relationship with you. In addition to setting out the terms by which we provide advisory services to you, it also sets out the terms and conditions applicable to your use of our Sites (as defined below). Your electronic signature to this agreement constitutes your agreement to contract with U-Nest Holdings LLC, which operates under the tradename U-Nest, under the following terms and conditions.

For purposes of this Agreement, “you” or “your” refers to the person who has signed this Agreement under the person’s own name electronically, i.e., the person opening a college funding account (“Account”) for the benefit of a future student (“Student”). You, the person(s) who has signed this Agreement, is our investment advisory client. Nobody else, e.g., the Student or any person who contributes money to the Account other than you (a “Contributor”), is our client. “We,” “us,” “our” “U-Nest” refers to U-Nest Holdings, LLC an internet investment adviser registered with the Securities and Exchange Commission.

This Agreement provides us with a limited power of attorney and appoints U-Nest as your attorney-in-fact and agent, to access and provide your personal information to 529 Plans and their proper agents, and to retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities as if you were doing them personally. Among other valid things, this Agreement means we are authorized to receive confirmations and statements, initiate contributions, perform investment option changes, make qualified withdrawals, inquire, and have access to your Account. We will not be permitted to change the owner of the Account, and we will not be able to add, change or delete banking instructions, or to transfer assets out or roll assets out of your Account without your permission.

You consent to the electronic delivery of all documents and other information (including our Form ADV, Privacy Notice and any 529 Plan disclosure documents). You confirm that you have received our Form ADV Part 2A brochure and our Privacy Notice You understand that U-Nest does not provide tax, legal, or other professional guidance, and you should seek such advice prior to investing any money.

U-Nest provides non-discretionary investment advice. This means that you, rather than us, will select each investment. We provide investment advice exclusively through our interactive website, currently located at U-Nest.com, the terms and conditions applicable to its use are set out below. You confirm that you do not need, require or desire in-person or other personal investment advice. Our investment advice will be based on the personal information you provide to us through our website. We do not provide any investment advice through other means.

You acknowledge that U-Nest provides investment advice on only one or certain 529 Plans, and on only certain of the investment options available in those 529 Plans. These choices, which we refer to as “Investment Choices,” are listed on our website. U-Nest is assisting you saving and investing on behalf of a Student, rather than on seeking investment returns generally. Therefore, U-Nest’s investment advice will not, and is not intended to, meet your investment objectives, or the objectives of the Student or any Contributor.

You represent that, upon selecting an investment, you will complete any documentation that the investment requires, which currently requires that you provide your name, a U.S. permanent street address, and date of birth, among other things, that will be used to verify your identity.

We may change our technologies and support services in our discretion at any time. We may change the Investment Choices, or reduce or expand the Investment Choices available, in our discretion from time to time. We reserve the right to implement a minimum investment or a minimum balance in our discretion.

By signing this Agreement,

  1. You confirm that the information provided to us in the Account opening process is accurate, and you agree to update us promptly when the information changes;
  2. You agree to use our services only for lawful purposes;
  3. You agree to provide us with a limited power of attorney;
  4. You agree that the Account will be invested in the CollegeBound 529 Program maintained by the State of Rhode Island; and
  5. You agree to the additional representations, warranties and agreements set forth on Exhibit A hereto.

Fees. U-Nest charges a monthly fee (i.e., service fees) for its services, including the personal use of the U-Nest web or mobile application. This fee is $3 per month; provided that U-Nest reserves the right to increase this fee on 30 days’ notice. The fee includes advisory services, execution, and account reporting. The fee will be collected by the same method of payment that you selected for your investment contributions to the Account. At it’s sole discretion, U-Nest may forfeit the advisory fee for a period of time specified in the promotional materials.

In addition to U-Nest’s fees, your Account is subject to any distribution or transaction fees charged by a 529 Plan or intermediary, the 529 Plan’s fees and expenses, and the Investment Choices’ fees and expenses, and that those fees and expenses are generally disclosed in their disclosure documents. You understand that, even though U-Nest does not receive those fees and expenses, the Account’s investment returns will be reduced by this double-layering of fees.

Limitation of liability and indemnification. U-Nest, its personnel, its service providers, and its agents shall not be liable to you for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in advising or administering the Account or the performance U-Nest’s duties under this Agreement, except for willful misfeasance, bad faith, or gross negligence in its performance of its duties and obligations under this Agreement. In no event shall U-Nest be responsible or liable, whether in contract, warranty, tort (including negligence), or otherwise, for any indirect, special, incidental, exemplary, liquidated, or punitive damages. To the extent permitted by law, U-Nest’s liability shall be limited to fees actually received from the account. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this Agreement shall constitute a waiver by you of any of your legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. We have no liability for events beyond our control. The Account should be considered a long-term investment, and changes to the Account (such as choosing different Investment Choices) should not be expected to be implemented on any particular timing, even if market events or other occurrences suggest urgency.

You agree that you will, or you will cause the Account to, indemnify U-Nest, its personnel, its affiliates, its service providers, and its agents, for and to hold them harmless from any loss, claim, or dispute that may arise out of any inaccurate personal or other information that you have provided U-Nest in connection with this Agreement, during the Account opening process, in updating the Account information; out of any action relating to any tax liabilities to which the Account may become subject; and out of any damage to our website or otherwise due to malware, viruses, cybersecurity breaches, or other harm arising due to your accessing or using of the website.

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

Intellectual Property. The contents of the Sites, including text, logos, and images, our software, our processes, our business methods, and all of our other materials that may constitute intellectual property are our property, and are protected under national and international copyright, trademark, and other laws.

Amendments to this Agreement. By giving you 30 days’ notice and effective beginning at the end of that 30 day period, we may amend this Agreement in any way, except to change the investment advisory fee structure or if we determine in our fiduciary duty that you, the Student, or the Account would be materially adversely affected by the amendment (unless we determine that the amendment is required for compliance with law). Any other amendments will only take effect upon your and our mutual agreement.

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

Governing law and arbitration. This Agreement will be governed by and interpreted in accordance with the laws of the State of California. To the extent permitted by law, any controversy under this Agreement shall be determined by arbitration, in accordance with the rules of the American Arbitration Association.

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

Termination. U-Nest may immediately terminate this Agreement at any time by emailing you written notice or by other appropriate means of notice. You may terminate this Agreement without penalty upon 60 days’ written notice to us, with effect at quarter end, unless otherwise agreed by U-Nest. If termination is effective on a date other than month end and if U-Nest has been paid its investment advisory fee in advance, U-Nest shall refund any portion of its investment advisory fee to which it was not entitled, as calculated by us in good faith based on the pro rata portion of the month during which it provided services. For any investment advisory fee that remains owing, U-Nest is entitled to invoice you, and you agree to promptly pay the invoiced amount in full. After termination of this Agreement takes effect, the Contributors, the Student, and the Account will lose access to our technology solutions that support investments by family and friends.

Survival. The following provisions shall survive termination of this Agreement: “Limitation of liability and indemnification” and “Termination.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.

BY USING THE WEBSITE LOCATED AT U-NEST.COM, AS WELL AS ANY SUBDOMAINS THEREOF AND THE RELATED MOBILE WEBSITE (COLLECTIVELY, THE “SERVICE”), YOU AGREE TO BE BOUND BY THE FOLLOWING, WHETHER OR NOT YOU BECOME A CLIENT OF U-NEST.

These terms and conditions of use apply solely to your access to, and use of, the web sites or mobile applications of U-Nest (“U-Nest” “we” or “our”), located at www.u-nest.com and any other sites or mobile applications operated by U-Nest that link to these Site Terms (the “Sites”).

U-Nest reserves the right to change or modify any of these Site Terms or any policy or guideline of the Sites, at any time and in its sole discretion. If U-Nest makes changes to these Site Terms, we will provide notice of such changes, such as by posting a notice on the Sites or updating the “Last Updated” date above. Your continued use of our Sites following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Site Terms and applicable policies whenever you access the Sites and at least every thirty (30) days to make sure that you understand the terms and conditions that will apply to you and your use of the Sites. If you do not agree to the amended terms, you must stop using the Sites.

Copyright and Limited License. Unless otherwise indicated in the Sites, the Sites and all content and other materials on the Sites, including, without limitation, the U-Nest logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Site Materials”) are the proprietary property of U-Nest or our licensors or users and are protected by U.S. and international copyright laws.

You are granted a limited, non-sublicensable license to access and use the Sites and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial and personal use only. Such license is subject to these Site Terms and does not include: (a) any resale or commercial use of the Sites or the Site Materials therein; (b) the distribution, public performance or public display of any Site Materials; (c) modifying or otherwise making any derivative uses of the Sites and the Site Materials, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Sites, the Site Materials or any information contained therein, except as expressly permitted on the Sites; or (f) any use of the Sites or the Site Materials other than for its intended purpose.

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

Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, U-Nest has adopted a policy of terminating, in appropriate circumstances and at U-Nest’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. U-Nest may also at its sole discretion limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Copyright Complaints. If you believe that anything on the Sites infringes upon any copyright which you own or control you may file a notification of such infringement with our Designated Agent. Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by U-Nest or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

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

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

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

Third Party Content; No Endorsement of U-Nest by Third Parties. U-Nest may provide third party content on the Sites and may provide links to Web pages and content of third parties (collectively, “Third Party Content”) as a service to those interested in this information. U-Nest does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that U-Nest is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk. Third parties who are identified on the Sites do not sponsor, endorse or promote U-Nest or U-Nest’s business. Third parties and their documentation, whether available by link via the Sites or otherwise, may contain intellectual property of such third parties which is protected by applicable law.

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

Feedback. You acknowledge and agree that any questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials or other information or materials regarding the Sites, U-Nest or U-Nest’s general products or services (but excluding any client information) (the “Feedback”) that are provided by you in the form of email or other submissions to U-Nest, or any postings on the Sites, are (as between you and U-Nest) non- confidential and shall become the sole property of U-Nest. U-Nest shall own, and you hereby assign to U-Nest, all exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

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

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

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

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

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

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

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

Disclaimer. Except as expressly provided to the contrary in a writing by U-Nest, the sites, the site materials contained therein and the services provided on or in connection therewith (the “services”) are provided on an “as is” basis without warranties of any kind, either express or implied. U-Nest disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non- infringement as to the sites and the services, including the information, content and materials contained therein. U-Nest does not represent or warrant that materials in the sites or the services are accurate, complete, reliable, current or error-free. U-Nest does not represent or warrant that the sites or its servers are free of viruses or other harmful components.

U-Nest is not responsible for typographical errors or omissions relating to pricing, text or photography. While U-Nest attempts to make your access and use of the sites and the services safe, U-Nest cannot and does not represent or warrant that the sites or its server(s) are free of viruses or other harmful components; therefore, you should use industry- recognized software to detect and disinfect viruses from any download.

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

Termination. Notwithstanding any of these Site Terms, U-Nest reserves the right, without notice and in its sole discretion, to terminate your license to use the Sites, and to block or prevent future your access to and use of the Sites.

Severability. If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

Additional Representations, Warranties and Agreements