This Non-Discretionary Investment Advisory Agreement (this "Agreement") is made by and between Goalsetter Advisors, LLC d/b/a Goalsetter Gold ("Goalsetter Gold" or "Adviser"), a Delaware limited liability company and registered investment adviser with the Securities and Exchange Commission (SEC) and you ("you," "your" or "Client" and together with Goalsetter Gold, the "Parties."). This Agreement applies to you as an individual establishing one or more accounts with the Adviser or previously established accounts. By moving forward in the mobile application or otherwise acknowledging your consent electronically, you agree to enter into and be bound by the terms and conditions of this Agreement. For the avoidance of doubt, this Agreement will govern multiple accounts that you have established with the Adviser. The Adviser provides non-discretionary advice using a mobile platform developed and maintained by an affiliate of Goalsetter Gold, Students of Wealth d/b/a Goalsetter.
YOU MUST READ AND CONSIDER THIS AGREEMENT IN ITS ENTIRETY CAREFULLY, INCLUDING SECTION 15 (ARBITRATION) REGARDING YOUR RIGHTS, AND CONTACT THE ADVISER AT INVEST@GOALSETTER.CO TO ASK ANY QUESTIONS YOU MAY HAVE BEFORE ENTERING INTO THIS AGREEMENT.
YOU AGREE TO BE BOUND BY THIS AGREEMENT, ENTERED INTO ELECTRONICALLY (THROUGH CLICKS, TAPS, OR OTHER ACTIONS) BY ANY PERSON USING YOUR USER ACCOUNT INFORMATION AND PASSWORD. YOU WILL NOT CONTEST THE LEGAL EFFECTIVENESS, VALIDITY, ENFORCEABILITY, OR USE OF THE ELECTRONICALLY STORED COPIES OF THIS AGREEMENT, ELECTRONICALLY SIGNED BY YOU, BASED ON THE FACT THAT THE TERMS WERE ACCEPTED ELECTRONICALLY. YOU FURTHER AGREE THAT ANY SUCH AGREEMENT ENTERED INTO ELECTRONICALLY WILL BE DEEMED TO BE "IN WRITING" AND TO HAVE BEEN "SIGNED" BY YOU WITH THE SAME EFFECT AS A MANUAL SIGNATURE (AND ANY ELECTRONIC RECORD OF SUCH AGREEMENT ENTERED INTO ELECTRONICALLY WILL BE DEEMED TO BE "IN WRITING").
YOU ACKNOWLEDGE THAT THIS AGREEMENT MAY BE AMENDED FROM TIME TO TIME. SUCH AMENDMENTS WILL BE POSTED ON THE ADVISER'S WEBSITE OR MOBILE APPLICATION, AND YOU WILL BE NOTIFIED OF AMENDED AGREEMENTS BY WEBSITE POSTINGS, EMAIL COMMUNICATIONS CONTAINING A LINK TO THE UPDATED AGREEMENT, PUSH MESSAGES, OR VIA THE UNITED STATES POSTAL SERVICE. IN ADDITION, YOU AGREE TO CHECK THE WEBSITE FOR NEW VERSIONS OF THE ADVISORY AGREEMENT. FURTHER, YOU AGREE THAT AS LONG AS YOU MAINTAIN AN ACCOUNT WITH GOALSETTER GOLD, YOU UNDERSTAND AND AGREE THAT YOU WILL BE BOUND TO THIS AGREEMENT'S AMENDMENTS IF YOU DO NOT OBJECT IN WRITING AFTER GOALSETTER GOLD NOTIFIES YOU OF SUCH AMENDMENTS
The Client may open one or more individual accounts with Goalsetter Gold, including an account established under the Uniform Gifts to Minors Act (UGMA) or the Uniform Transfers to Minors Act (UTMA) for the benefit of a minor (collectively the Client's "Account(s)"). The Client appoints Goalsetter Gold as a non-discretionary investment adviser concerning the Client's Accounts for the period and on the terms set forth in this Agreement, and Goalsetter Gold accepts such appointment.
2. Authority and Duties of the Goalsetter Gold.
When you agree to open an account with Goalsetter Gold, the Adviser will do the following:
Establish an account at DriveWealth, a FINRA registered broker-dealer unaffiliated with Goalsetter Gold. You will be required to agree to the DriveWealth customer agreement.
Provide recommendations on potential investments in consideration of the investments available on DriveWealth's platform.
Discharge its responsibilities under this Agreement according to 1) the terms hereof, 2) the financial risk tolerance of the Client, provided to Goalsetter Gold during the term of the Agreement 3) other applicable federal and state laws, and 4) all of (i)–(iii) hereof as from time to time in effect.
When you agree to open an account with Goalsetter Gold, you acknowledge that the Adviser will NOT do the following:
Exercise voting power concerning the Client's portfolio holdings.
Exercise responsibility for the obligations of DriveWealth or any successor custodian or broker-dealer.
Clients that sign up for Goalsetter Gold on or after February 1, 2022, agree to pay Goalsetter Gold as compensation for the services rendered, facilities furnished, and expenses borne by Goalsetter Gold hereunder, a non-negotiable investment advisory fee (the "Advisory Fee"). The Advisory Fee will begin thirty (30) days after you sign up and will be $2.00 per month and satisfied according to the ACH instructions provided upon your initial sign-up. The Advisory Fee will be charged on your monthly anniversary date or the next business day if such date is on a non-business day. The Advisory Fee will be collected by our affiliate, Goalsetter, and provided to Goalsetter Gold on your behalf. The Advisory Fee is in addition to the fee paid by you to Goalsetter for its savings account services. Should you or Goalsetter Gold terminate the Agreement before the end of the current month, such termination will not take effect prior to the end of the Advisory Fee payment term. You also agree and acknowledge that under this Agreement, you will continue to be charged the Advisory Fee until you take the necessary steps to close your account, including providing instruction to DriveWealth to sell your securities and liquidate your account.
Clients that signup for Goalsetter Gold on or before January 31, 2022, agree to pay Goalsetter Gold as compensation for the services rendered, facilities furnished, and expenses borne by Goalsetter Gold hereunder, the Advisory Fee. The Advisory Fee, beginning on January 1, 2023, will be $2.00 per month and satisfied according to the ACH instructions provided upon your initial 3 sign-up. The Advisory Fee will be charged on the first (1st) of every month or the next business day if such date is on a non-business day. The Advisory Fee will be collected by our affiliate, Goalsetter, and provided to Goalsetter Gold on your behalf. The Advisory Fee is in addition to the fee paid by you to Goalsetter for its savings account product. Should you or Goalsetter Gold terminate the Agreement before the end of the current month, such termination will not take effect prior to the end of the term for which the Advisory Fee has been paid. You also agree and acknowledge that you will continue to be charged the Advisory Fee under this Agreement until you take the necessary steps to close your account, including instructing DriveWealth to sell your securities and liquidate your account
Other than as specifically indicated in this Agreement, Goalsetter Gold shall not be required to pay any Client expenses. You will bear all additional out-of-pocket costs incurred in connection with the account(s), including but not limited to, custodial costs, brokerage costs, and all filing costs, fees, and other expenses directly related to the investment of your assets. Goalsetter Gold will place orders direct with DriveWealth LLC, the custodian. You must maintain an account with DriveWealth in order to maintain an investment advisory relationship with Goalsetter Gold. As such, various fees are charged by DriveWealth LLC. Please find a list of these fees in Attachment A
Notwithstanding the foregoing, Goalsetter Gold will bear all out-of-pocket expenses incurred relative to the account(s), including custodial costs, brokerage costs, tax information for members and regulatory authorities, all filing costs, fees, and any other expenses directly related to the investment of the Client's assets for individuals signing up before January 31, 2022.
5. Client Acknowledgements and Representations.
By opening an account with Goalsetter Gold and accepting the terms of this Agreement, you agree, acknowledge, and represent the following:
You are a citizen of the United States of America, at least eighteen (18) years of age, and you have supplied Goalsetter with accurate information.
You have read and understood the Important Disclosures found on our website at www.goalsetter.co/legal, incorporated by reference. These disclosures can be modified at any time without prior notice.
You agree and acknowledge that Goalsetter Gold will only provide limited investment advice and limited investment options in reliance on the financial risk tolerance that you provide to Goalsetter. You further understand that signing up with Goalsetter Gold does not provide you with a complete investment program and does not account for multiple goals. In addition, Goalsetter Gold does not consider outside assets, concentration, debt, or other accounts at Goalsetter Gold or third parties.
You agree and acknowledge that in order to maintain an investment advisory relationship with Goalsetter Gold, you must also maintain an account with our affiliate Goalsetter and the fees for both are combined as one fee.
You acknowledge that Goalsetter Gold only provides investment advice through its mobile application, and Goalsetter cannot be reached in person or by telephone.
You acknowledge that Goalsetter Gold's services to the Client are not deemed exclusive and that Goalsetter Gold is free to render similar services to others.
You acknowledge that Goalsetter Gold is not engaged in the practice of law or accounting, and as such, will not render any legal, tax, or accounting advice hereunder nor prepare any legal or accounting documents.
You acknowledge that Goalsetter Gold will not vote proxies or render advice regarding proxies on your account.
You acknowledge that there are significant risks with any investment. You understand that neither Goalsetter Gold nor any affiliates have made, and will not make, any warranty or guarantee of performance or profitability of any of your investments. Further, Goalsetter Gold does not guarantee that you will avoid financial loss.
You acknowledge that your Goalsetter Gold account investments are not guaranteed by the Federal Deposit Insurance Corporation (FDIC), any bank, or government.
You acknowledge that the underlying algorithm that Goalsetter Gold utilizes to provide recommendations and investment advice relies on several assumptions based upon the limited amount of client information provided via the mobile application. Therefore, there is no guarantee that the algorithm will produce the intended results.
You acknowledge that Goalsetter Gold is not responsible for any failure, delay, or interruption impacting the timely or proper execution of trades.
You acknowledge that the Goalsetter Gold fee is a fixed charge and does not vary based on the size of your Goalsetter Gold account. Accordingly, the overall Advisory Fee paid may be disproportionately high relative to the value of your Goalsetter Gold account.
6. Scope of Liability; Indemnification.
In the absence of willful misfeasance, bad faith, or gross negligence on the part of Goalsetter Gold, or reckless disregard of its obligations and duties hereunder, Goalsetter Gold shall not be subject to any liability to the Client or any investor of the Client, for any act or omission in the course of, or connected with, rendering services hereunder. The Client shall, to the fullest extent permitted by law, indemnify and save harmless Goalsetter Gold, its affiliates, and any of their respective partners, members, directors, officers, employees, and investors (the "Indemnitees") from and against any and all claims, liabilities, damages, losses, costs, and expenses that are incurred by any Indemnitee and that arise out of, or in connection with, the performance or non-performance of or by the Indemnitee of any of Goalsetter Gold's responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Client. However, no Indemnitee shall be indemnified against any liability to the Client or its investors due to willful misfeasance, bad faith, gross negligence, or reckless disregard of the Indemnitee's duties under this Agreement. This indemnification shall survive the termination of this Agreement and the Client's use of our mobile application.
7. Independent Contractor. For all purposes of this Agreement, Goalsetter Gold shall be an independent contractor and not an employee or dependent agent of the Client. Except as provided in this Agreement, Goalsetter Gold shall have no authority to bind, obligate or represent the Client.
This Agreement shall become effective as of the date that the Client electronically agrees to the terms and conditions of the Agreement. This Agreement shall continue in effect month to month thereafter unless terminated by Goalsetter Gold or the Client.
If either you or Goalsetter Gold request to close any of your Goalsetter accounts, you authorize Goalsetter Gold to instruct DriveWealth in selling all shares in your Goalsetter Gold account subject to closing. You further authorize Goalsetter Gold to send any cash, less any other applicable fees due, via the ACH instructions that you have provided to Goalsetter Gold. You acknowledge that you may be required to instruct DriveWealth in obtaining cash or transferring your shares, and you will continue to be charged the Advisory Fee until your account is closed or transferred.
9. Standard of Care. Without limiting any of your rights under the Investment Advisers Act of 1940, as amended, and other federal or state securities laws, Goalsetter shall exercise the level of care concerning its investment advisory services, customary and reasonable for internet-only investment advisers in the industry.
10. Amendment; Modification; Waiver; Assignment. This Agreement shall not be amended, nor shall any provision of this Agreement be considered modified or waived, unless evidenced in writing and signed by the parties hereto. You may not assign your rights or obligations under this Agreement without the prior express written consent of Goalsetter Gold. Goalsetter Gold shall not assign (within the meaning of the Advisers Act) its rights or obligations under this Agreement without your consent. However, you will be deemed to have consented to an assignment if you do not object to such assignment within thirty (30) calendar days of being notified of any intent by Goalsetter Gold to assign such rights or obligations. You further agree 6 that any reorganization, restructuring, or other transaction affecting the ownership of Goalsetter Gold will not be deemed to be an assignment (within the meaning of the Advisers Act) of this Agreement, providing such reorganization, restructuring, or transaction does not result in a change of control or management.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the Agreement's provisions shall be deemed severable.
12. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and shall be delivered by mail, hand delivery, or courier, or sent by telecopier or electronically to the requisite party, to its address as specified by such party.
13. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, applicable to contracts made and entirely to be performed therein, without regard to the place of performance hereunder, and the conflict of law principles of such State, provided that nothing herein shall be construed in a manner inconsistent with the Investment Advisers Act of 1940, as amended, or rules or orders of the SEC thereunder.
15. Arbitration. TO ENSURE THE TIMELY AND ECONOMICAL RESOLUTION OF DISPUTES ARISING IN CONNECTION WITH THIS AGREEMENT, THE CLIENT AND GOALSETTER AGREE THAT ANY AND ALL DISPUTES, CLAIMS, OR CAUSES OF ACTION ARISING FROM OR RELATING TO THE ENFORCEMENT, BREACH, PERFORMANCE, NEGOTIATION, EXECUTION, OR INTERPRETATION OF THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW, SHALL BE CONDUCTED BY THE FINAL, BINDING AND CONFIDENTIAL ARBITRATION OF A SINGLE ARBITRATOR IN NEW YORK, NEW YORK BY JUDICIAL ARBITRATION AND MEDIATION SERVICES INC. (JAMS) UNDER THE THEN APPLICABLE JAMS RULES. BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH THE CLIENT AND GOALSETTER WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE THROUGH A TRIAL BY JURY, JUDGE, OR ADMINISTRATIVE PROCEEDING. IN ADDITION, ALL CLAIMS, DISPUTES, OR 7 CAUSES OF ACTION UNDER THIS PROVISION, WHETHER BY THE CLIENT OR THE COMPANY, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND SHALL NOT BE BROUGHT AS A PLAINTIFF (OR CLAIMANT) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, NOR JOINED OR CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PERSON OR ENTITY
THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR ENTITY AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. SHOULD THE PRECEDING SENTENCES REGARDING CLASS CLAIMS OR PROCEEDINGS BE FOUND TO VIOLATE APPLICABLE LAW OR BE OTHERWISE FOUND UNENFORCEABLE, ANY CLAIM(S) ALLEGED OR BROUGHT ON BEHALF OF A CLASS SHALL PROCEED IN A COURT OF LAW RATHER THAN BY ARBITRATION. GOALSETTER ACKNOWLEDGES THAT YOU HAVE THE RIGHT TO BE REPRESENTED BY LEGAL COUNSEL AT ANY ARBITRATION PROCEEDING. QUESTIONS OF WHETHER A CLAIM IS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT SHALL BE DECIDED BY THE ARBITRATOR. LIKEWISE, PROCEDURAL QUESTIONS THAT GROW FROM THE DISPUTE AND BEAR ON THE FINAL DISPOSITION ARE MATTERS FOR THE ARBITRATOR.
THE ARBITRATOR SHALL: (A) HAVE THE AUTHORITY TO COMPEL ADEQUATE DISCOVERY FOR THE RESOLUTION OF THE DISPUTE AND AWARD SUCH RELIEF AS WOULD OTHERWISE BE PERMITTED BY LAW; (B) ISSUE A WRITTEN ARBITRATION DECISION, TO INCLUDE THE ARBITRATOR'S ESSENTIAL FINDINGS AND CONCLUSIONS AND A STATEMENT OF THE AWARD; AND (C) BE AUTHORIZED TO AWARD ANY OR ALL REMEDIES THAT THE CLIENT OR THE COMPANY WOULD BE ENTITLED TO SEEK IN A COURT OF LAW. THE CLIENT AND GOALSETTER SHALL EQUALLY SHARE ALL JAMS ARBITRATION FEES. SHOULD JAMS NOT COLLECT, OR YOU OTHERWISE DO NOT PAY TO JAMS AN EQUAL SHARE OF ALL JAMS' ARBITRATION FEES FOR ANY REASON, AND THE COMPANY PAYS JAMS YOUR SHARE, YOU ACKNOWLEDGE AND AGREE THAT GOALSETTER SHALL BE ENTITLED TO RECOVER YOUR HALF OF THE JAMS ARBITRATION FEES INVOICED TO THE PARTIES (LESS ANY AMOUNTS YOU HAVE PAID TO JAMS) IN A FEDERAL OR STATE COURT OF COMPETENT JURISDICTION. NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT EITHER THE CLIENT OR GOALSETTER FROM OBTAINING INJUNCTIVE RELIEF IN COURT TO PREVENT IRREPARABLE HARM PENDING THE CONCLUSION OF ANY ARBITRATION. ANY AWARDS OR ORDERS IN SUCH ARBITRATION MAY BE ENTERED AND ENFORCED AS JUDGMENTS IN THE FEDERAL AND STATE COURTS OF ANY COMPETENT JURISDICTION
Notwithstanding the foregoing or anything to the contrary in this Agreement, in no way shall this Agreement constitute a waiver or limitation of rights that the Client may have under federal or state securities laws to pursue a remedy by other means if and to the extent such laws guaranty such right to the Client and do not permit the waiver thereof
If you would like to open an account with Goalsetter Gold and have carefully reviewed the Agreement, INCLUDING THE ARBITRATION CLAUSE ABOVE, then please click, tap, or check "Accept and Continue" in confirmation that you are entering into this Agreement and agree to be bound by its Terms and Conditions.
Attachment A: DriveWealth Fees
Returned Checks $20.00
Check Stop Payments $25.00
Overnight Check Delivery $20.00
Returned Wire Transfers (applies to attempted third-party wires) $25.00
Failed ACH Transfer $20.00 per failed transfer
1099 Request for Exempt Accounts $50.00
Tax Document Request (Fax and Regular Mails) $25.00 per request
Physical Copy of Trade Confirmations $3.00 per confirmation
Physical Copy of Monthly Account Statements $5.00 per statement
Withdrawal/ Administrative Request Charges
Paper Check / e-check (USD) $3.00
ACH Transfer (outgoing) $0.25
Outgoing Domestic Wire Transfer $25.00
Outgoing International Wire Transfer $35.00