Employer User Agreement

Employer User Agreement

You as the employer (“Employer”) and ManifestHQ Advisors LLC (“Manifest”), a Illinois limited liability company and a wholly-owned subsidiary of ManifestHQ, Inc., agree to enter into this EMPLOYER USER AGREEMENT (“Agreement”).

WHEREAS, this Agreement will allow Manifest to provide the Services (defined below) described herein to Employer;

WHEREAS, this Agreement is effective immediately upon Employer creating an account with Manifest; and

NOW, THEREFORE, in consideration of the premises and mutual covenants herein, Employer and Manifest agree as follows:

Services for Employer. Employer engages with Manifest for the following services (collectively, the “Services”) for the benefit of those who participate in the Employer’s retirement plan (”Participants”), subject to the terms and conditions of this Agreement. Manifest shall assist Employer in the following matters:

Employer understands that Manifest will not manage, supervise, or direct any Participants’ investments, including the purchase and sale of securities for Participants’ retirement accounts, and will not provide any form of ongoing portfolio management services.

Subject to other provisions of this Agreement, Manifest will provide Employer with the specification, status, and progress to Services via the Application. Employer may also receive periodic email or text message communications describing Services and other features. Periodically, as determined by Manifest, Manifest may contact Employer to review and consider any updates to the information previously provided by Employer.

Suspension and Reinstatement. Manifest shall have the full discretion and determination to decide whether or not, what, when, and how to inform Employer regarding any temporary or permanent suspension of Services, or the reinstatement after suspension for any reason or no reason.

No Discretionary Authority. Nothing in this Agreement will give Manifest any discretionary authority, including the authority to direct any Employer or Participants’ cash or securities or to take possession of any assets in any retirement accounts. Manifest will direct no trades and provide no loans for Employer or Participants. Manifest is not obligated nor shall have the duty to make investment recommendations to Employer or Participants at any time.

Services Outside Scope of Engagement. Manifest will not provide any investment, tax, accounting, or legal advice, nor will Manifest prepare any investment, accounting, tax, or legal documents for the implementation of Manifest’s Services.

Employer Communications. Employer recognizes that the value and usefulness of the Services provided by Manifest will be dependent upon information provided by Employer through the Application, and Participants’ active participation in the formulation of Transfers. Employer represents and warrants that the corporate, financial, and other information (”Employer’s Information”) provided to Manifest is true, correct, and complete to the best of Employer’s knowledge. Employer authorizes Manifest to rely solely on the information provided by Employer through the Application and agrees that Manifest is not required to independently verify any information obtained from Employer. Employer agrees to promptly inform Manifest of any changes in Employer’s Information. Employer hereby authorizes Manifest to provide financial information, quarterly reviews and reports, newsletters, disclosure documents, and other communications, notices and required disclosures to Employer via email, the Application, and/or text messages.

Subscription Fees. For providing the Services described in the “Employer Services” section of this Agreement, Employer acknowledges and understands that Manifest may be paid by retirement providers, or other channel partners for the Services in an amount on a monthly, quarterly, bi-annually, or annually as mutually agreed between Manifest and the involved parties (the “Subscription Fee”). Such Subscription Fee may vary from one to another, depending on the terms negotiated and arrangements made by Manifest and Employer, retirement provider, or other channel partners. In the event the Subscription Fee is not paid and Employer or Participants utilize Manifest’s Services, Employer acknowledges and agrees that Manifest shall charge Employer a one-time, per transfer fee for the initiation of each Participant’s Transfer (“One-Time Transfer Fee”). In the event of any change to the Subscription Fee or the One-Time Transfer Fee, Manifest will provide at least thirty (30) calendar days’ written notice to Employer and other relevant parties. Employer will be deemed to acknowledge and to consent to the revised Subscription Fee and/or the revised One-Time Transfer Fee, if any, absent written notice of termination of this Agreement by Employer within thirty (30) calendar days from the date of such notice. If this Agreement is terminated prior to the completion of any Participant’s Transfer, Manifest will not refund any paid Subscription Fee or One-Time Transfer Fee.

Other Expenses. Manifest’s Subscription Fee and One-Time Transfer Fee cover all Services rendered by Manifest on Employer’s or Participant’s behalf as set forth herein. Manifest’s Subscription Fee and One-Time Transfer Fee do not include transaction or custodial fees charged by custodian and/or broker-dealer, or any taxes owed with respect to Participants’ retirement account holdings and transactions. Mutual funds and exchange-traded funds (“ETFs”) that provide equity investment allocations pay their own separate advisory fees and other expenses, as set forth in each mutual fund's or ETF’s prospectus. Manifest is also not liable for any penalties, taxes, judgments, damages, or expenses arising from, or in connection with, any Transfer or Participants’ retirement accounts.

ADDITIONAL TERMS AND CONDITIONS

Employer’s Account. Employer shall establish an account with Manifest through Manifest’s Application for Manifest to carry out its Services to Employer. Use of Manifest’s Application and tools contained therein are subject to this Agreement as well as a separate Terms of Service agreement (“Term of Service”), which is available on the Application and Manifest’s corporate website. Employer is additionally bound by this Agreement and such Terms of Service, which both documents may be amended from time to time. Employer represents that Employer has reviewed and understands this Agreement and the current Terms of Service and agrees to review this Agreement and the Terms of Service no less than annually. Employer understands that corporate information is collected by electronic means. Employer will be authenticated with a username and password, and Employer is responsible for selecting a safe password and not sharing it with others. Unauthorized access to Employer’s account may result in unintended changes to Employer’s Information or other instructions provided to Manifest, and Manifest accepts no liability for actions resulting from such unauthorized access as further detailed in the Terms of Service.

Third Party. Employer may permit Manifest to retrieve or to link information from any third party location such as Participants, retirement provider, or other channel partners ("External User Information"). By granting the permission to and directing Manifest to retrieve or to link External User Information, Employer hereby gives Manifest the full right to store and obtain Employer’s External User Information for purposes of identification, communication, verification, as well as Services enhancements. Manifest, however, is not responsible for the safekeeping or maintaining any External User Information.

EMPLOYER ACKNOWLEDGES AND AGREES THAT WHEN MANIFEST IS UTILIZING, ACCESSING, AND/OR RETRIEVING INFORMATION FROM ANY THIRD PARTY PROVIDERS, INCLUDING PARTICIPANTS, RETIREMENT PROVIDERS, OR OTHER CHANNEL PARTNERS, MANIFEST IS ACTING AS AN AGENT TO THE EMPLOYER, AND NOT AS THE AGENT OF OR ON BEHALF OF ANY THIRD PARTY PROVIDERS.

Manifest does not endorse and is not liable for any content, advertising, products, or other materials on or available through any third party location. Employer further acknowledges and agrees that Manifest shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such third party location.

Market Risk. Employer acknowledges that investments are subject to various market, currency, economic, political, and business risks and that investments will not always be profitable. Employer understands that Manifest gives no guarantees with respect to the success or performance of (a) any particular investment, investment strategy, or recommendation made by Manifest; or (b) the Services. Manifest shall have no duty or obligation to monitor any Participants’ retirement accounts and investment performance. Participants’ retirement accounts balances may vary in value between the time a Participant initiates a Transfer and the Transfer is completed. Manifest shall have no responsibility for any changes in Participants’ retirement accounts balances.

Limitation of Liability. In providing Services and making Transfers, Manifest only considers the information provided by Employer and Participants. Except as may otherwise be provided by law, Manifest will not be liable to Employer or Participants for (a) any loss arising from actual fund availability, sufficiency of funds, accuracy of accounts, or fraudulent activities in or authenticity of any Participants’ retirement accounts; (b) any loss that Employer or its Participants may suffer by reason of any suggestions made, or other action taken or omitted, by Employer or Participants in good faith and with that degree of care, skill, prudence, and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; (c) any loss arising from Manifest’s adherence to Employer’s or Participants’ instructions; (d) any loss arising from any actions, omissions, and investments that Employer or Participants hold or make that Manifest does not suggest or involve; (e) any act or failure to act by custodian, broker-dealer or other third party; (f) any loss arising from Employer’s or Participants’ failure to follow Manifest’s advice or suggestions; (g) any loss resulting from Employer’s or Participants’ failure to provide Manifest with current, updated, and accurate information related to any Transfers; or (h) any loss caused by conditions and events beyond its control including, without limitation: electrical, mechanical or equipment breakdowns, computer system failures and malfunctions, system access issues, system capacity issues, delays by third party vendors and/or communications carriers. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that Employer may have under those laws.

If Services is not timely or accurately implemented, if Service directly causes any incorrect amount of money to be removed from or deposited to any Participants’ retirement accounts, or if Services directly causes any Participants’ transfers from or to incorrect or erroneous accounts (collectively “Errors”), Manifest shall work with the relevant parties to resolve these Errors promptly.

Disclaimer of Warranties and Liabilities. MANIFEST’S SERVICES, INCLUDING TRANSFERS, MAY CONTAIN ERRORS. MANIFEST’S SERVICES, TRANSFERS, AND ANY SUPPORT THEREWITH ARE PROVIDED TO EMPLOYER, PARTICIPANTS, RETIREMENT PROVIDERS, AND OTHER CHANNEL PARTNERS “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND MANIFEST EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INTERFERENCE, ACCURACY OF DATA, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MANIFEST SPECIFICALLY DOES NOT WARRANT THAT MANIFEST’S SERVICES AND TRANSFERS WILL OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR ACHIEVE ANY SPECIFIC RESULTS.

MANIFEST ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS- DELIVERY OR FAILURE OF MANIFEST’S SERVICES AND TRANSFERS. BECAUSE MANIFEST DOES NOT CONTROL, MANAGE, OR HANDLE THE ACTUAL FUND TRANSFERS IN PARTICIPANTS’ RETIREMENT ACCOUNTS, ANY LOSS OF FUNDS OR INVESTMENT LOSS, AS A RESULT OF UTILIZING MANIFEST’S SERVICES OR TRANSFERS BY PARTICIPANTS, IS SOLELY ASSUMED BY PARTICIPANTS AT THEIR OWN RISKS.

MANIFEST SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF EMPLOYER, PARTICIPANTS, RETIREMENT PROVIDERS, OR OTHER CHANNEL PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MANIFEST SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THIS AGREEMENT. MANIFEST’S CUMULATIVE LIABILITY TO EMPLOYER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED AND ONE DOLLARS ($101). THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF MANIFEST’S BARGAIN HEREUNDER, AND EMPLOYER ACKNOWLEDGES THAT MANIFEST WOULD NOT BE ABLE TO PROVIDE SERVICES OR TRANSFERS TO EMPLOYER, PARTICIPANTS, RETIREMENT PROVIDERS, OR OTHER CHANNEL PARTNERS ABSENT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

Indemnification. Employer agrees to indemnify, defend, and hold Manifest harmless, including Manifest’s affiliates, partners, officers, directors, employees, contractors, consultants, and agents, from any and all claims, liabilities, losses, damages, and/or costs (including, but not limited to, attorneys and court fees) arising from, or in connection with, Manifest’s reliance on any Employer’s information provided hereunder or pursuant to this Agreement, Employer’s violation of the terms, Employer’s infringement, or infringement by Employer of any proprietary information, intellectual property, or materials of Manifest, Manifest’s Services, any Transfers, or other rights of any person or entity.

Disclosure. Employer acknowledges receipt of a copy of Manifest’s most recent Terms of Service, Privacy Notice, Form ADV, Part 2, and Form ADV, Part 3 – Client Relationship Summary. Employer represents and warrants that Employer has reviewed and considered the disclosures made by Manifest in this Agreement and in Manifest’s Terms of Service, Form ADV, Part 2, and Form ADV, Part 3  – Client Relationship Summary, including, in particular, the portions related to Services, compensation, risks, and potential conflicts of interest, as well as the remainder of the disclosures concerning, among other matters, background information such as educational and business history, business practices such as the types of advisory services provided, the methods of securities analysis used, and the like.

Compliance with Foreign Laws. Manifest makes no representations or warranties regarding its compliance with laws or legal requirements of any foreign jurisdiction.

Access Interruptions. Manifest makes no guarantees that access to the Application will be available at all times. Employer understands that Manifest may at times suspend access to the Application, without notice to Employer, in order to make repairs or upgrades. In addition, access to the Application may at times be limited or unavailable due to hardware or software malfunctions, technical issues, peak demand, maintenance, upgrades, failure or interruption of internet service, acts of God, or other reasons. Employer agrees that Manifest shall not be liable for any losses, costs, or expenses incurred by Employer resulting from such unavailability or access limitations.

Termination; Withdrawals. This Agreement may be terminated by either party with or without cause by notice to the other party, which notice shall be provided by Employer to Manifest through the Application or by email and by Manifest to Employer through the Application or to the primary email address provided by Employer as may be updated from time to time. Upon the effective date of termination, Manifest will have no further obligation to Employer under this Agreement.

Assignment. Manifest may assign this Agreement without Employer’s consent at anytime. Notwithstanding the foregoing, in the event of a change in control or ownership of Manifest that would result in an “assignment” of this Agreement under the Investment Advisers Act of 1940, Manifest may notify the Employer, and Employer will be deemed to consent to the assignment absent Employer’s written notice of termination of this Agreement within thirty (30) calendar days from the date of the notice.

Notices and Communications. Except where a different form of notice is specifically provided for in this Agreement, any notices required or permitted under this Agreement shall be in writing and shall be sufficient in all respects if (i) sent via United States Postal Service, (ii) sent through access to the Application and electronic communications, or (iii) sent by electronic mail to the address provided to Manifest by Employer. Employer understands and agrees that the primary method of Manifest’s communications with Employer in connection with the Services will be by posting information through the Application, and that Employer may not always receive a separate notice that new information has been posted to the Application. Employer therefore agrees to check the Application regularly. Employer may revoke this consent for Manifest to provide notices electronically to Employer at any time by notifying Manifest.

Entire Agreement. This Agreement constitutes the entire agreement between the parties, and each party hereto acknowledges to the other that it is not relying on any statement, understanding or agreement not fully stated herein.  Each party hereby expressly waives any, and all, claims or defenses to enforcement of this Agreement, which are based on any statement, understanding or agreement not fully stated herein. This Agreement supersedes and replaces any prior agreement between the parties.

Amendment and Waiver. Except as otherwise set forth in this Agreement, any amendment to this Agreement must be in writing and signed by the parties to be valid. The failure of either party to insist, in any one or more instances, upon the performance of the terms or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition.

Governing Law. This Agreement shall be governed by, construed, and interpreted in accordance with the laws of the State of Illinois.

Electronic Signature. Employer’s intentional action of electronically signing this Agreement is valid evidence of Employer’s consent and intention to be legally bound by this Agreement and any other documentation submitted in the process or governing Employer’s relationship with Manifest. The electronically stored copy of this Agreement shall be considered the true, complete, valid, authentic, and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the Agreement was generated, executed, and maintained in printed form.

Additional Employer Representations. Employer represents and warrants that Employer has the full power and authority to execute, enter into, deliver, and perform Employer’s obligations under this Agreement. Employer further warrants that this Agreement has been duly authorized, executed, and delivered by Employer, and is the legal, valid, and binding agreement by Employer, enforceable against Employer in accordance with its terms and that the terms of this Agreement do not violate any obligation by which the Employer is bound. If Employer is a corporation, limited liability company, partnership, trust, or other legal entity, Employer represents and warrants that the individual executing this Agreement on behalf of Employer has been duly authorized to do so.

Counterparts. The acknowledgement, the acceptance, and the execution of this Agreement by Employer shall be interpreted liberally, to the fullest extent as reasonably acceptable, using application and technology, in conjunction with Employer’s creation of an account with Manifest. Such acknowledgement, acceptance, and execution of this Agreement by Employer may be in the form of Employer’s checking off boxes and/or clicking of acceptance in creating or accessing an account with Manifest. This Agreement in counterparts, which taken together, shall constitute one and the same agreement. Facsimile or imaged copies of signature pages shall have the same binding legal effect as original signature pages.

Arbitration. The parties waive their rights to seek remedies in court, including any right to a jury trial. The parties agree that any dispute between or among any of the parties arising out of, relating to, or in connection with this Agreement or Services, including the determination of the scope and applicability of the agreement to arbitrate, shall be resolved exclusively through binding arbitration conducted under the auspices of JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration hearing shall be held in Chicago, Illinois. Disputes shall not be resolved in any other forum or venue. The arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the securities business. The parties agree that the arbitrator shall apply the substantive law of the State of Illinois to all state law claims, that limited discovery shall be conducted in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures, and that the arbitrator may not award punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for any of the specific claims asserted. In accordance with JAMS’ Comprehensive Arbitration Rules and Procedures, the arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The award shall not include or be accompanied by any findings of fact, conclusions of law, or other written explanation of the reasons for the award. The parties understand that the right to appeal or to seek a modification of any ruling or award by the arbitrator is severely limited under state and federal law. Any award rendered by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction in the county and state of the principal office of Manifest at the time the award is rendered or as otherwise provided by law. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including when seeking to confirm or vacate the award in court, unless otherwise required by law or judicial decision.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE ENFORCED BY THE PARTIES.

Version 1d - April 1, 2022