Participant User Agreement

Participant User Agreement
You (“User”) and ManifestHQ Advisors LLC (“Manifest”), a Illinois limited liability company and a wholly-owned subsidiary of ManifestHQ, Inc., agree to enter into this PARTICIPANT USER AGREEMENT (“Agreement”).
WHEREAS, this Agreement will allow Manifest to provide the Services (defined below) described herein to User;
WHEREAS, this Agreement is effective immediately upon acceptance by User; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein, User and Manifest agree as follows:
User Services: User engages with Manifest for the following services (collectively, the “Services”) subject to the terms and conditions of this Agreement. Manifest shall assist User in the following matters:
  • locating retirement accounts (“Account(s)”) by looking up retirement providers based on the User’s employment information;
  • reviewing User’s Account(s), including employer sponsored plans such as 401(k), 403(b), 401(a), and individual retirement accounts (IRA), for User (“Transfer Plan”);
  • determining User’s risk tolerance, investment objectives, and current financial condition (the “Investment Profile”), which is used to highlight destination options for certain, applicable Users;
  • preparing all documentation, including account opening documents, for User’s direct rollover, as well as facilitating the submission of all documentation for User;
  • initiating and streamlining Account(s) transfer by working with User’s existing and new custodians and/or account service providers;
  • tracking the status of User’s Account transfer progress through User’s linked Account data and through tracking mails to provide an update to User from time to time; and
  • working with User’s employers, retirement providers, and other channel partners to engage with Users.
Manifest’s information about User requested by Manifest. User further understands that Manifest will not manage, supervise, or direct User’s investments, including the purchase and sale of securities for User’s Accounts, and will not provide any form of ongoing portfolio management services.
Subject to the other provisions of this Agreement, Manifest will complete the Transfer Plan and provide User with the specification, status, and progress to the Transfer Plan via the responsive web application’s website (“Website”). User may also receive periodic email or text message communications describing the Transfer Plan and other features. Periodically, as determined by Manifest, Manifest may contact User to review and consider any updates to the information previously provided by User.
Suspension and Reinstatement. Manifest shall have the full discretion and determination to decide whether or not, what, when, and how to inform User regarding any temporary or permanent suspension of Services or the Transfer Plan, 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 User cash or securities or to take possession of any User assets in the Account(s). Manifest will direct no trades and provide no loans for User’s Account(s). Manifest is not obligated nor shall have the duty to make investment recommendations to User at any time. To the extent User desires to implement any investment decisions, User shall be solely responsible for implementing their investment decisions.
Services Outside Scope of Engagement: Manifest will not provide Users with investment, tax, accounting, or legal advice, nor will Manifest prepare any investment, accounting, tax, or legal documents for the implementation of User’s Transfer Plan. Manifest encourages User to work closely with his or her investment manager, attorney,  accountant, and other appropriate professionals to implement and/or review their Transfer Plan.
User Communications: User recognizes that the value and usefulness of the Services provided by Manifest will be dependent upon information provided by User through the Website, and User’s active participation in the formulation of the Transfer Plan. User represents and warrants that the financial and other information provided to Manifest is true, correct, and complete to the best of User’s knowledge. User authorizes Manifest to rely solely on the information provided by User through the Website or Manifest’s application and agrees that Manifest is not required to independently verify any information obtained from User or User’s representatives. User agrees to promptly inform Manifest of any changes in User’s Transfer Plan. User hereby authorizes Manifest to provide personal financial information, quarterly reviews and reports, newsletters, disclosure documents, and other communications, notices and required disclosures to User via email, the Website, and/or text messages.
Subscription Fees: For providing the Services described in the “User Services” section of this Agreement, User acknowledges and understands that Manifest is paid by User’s employer, retirement provider, 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 User to another, depending on the terms negotiated and arrangements made by Manifest and User’s employer, retirement provider, or other channel partners. In the event the Subscription Fee is not paid and User utilizes Manifest’s Services, User acknowledges and agrees that Manifest shall charge User a one-time, per transfer fee for the initiation of User’s Transfer Plan (“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 User and other relevant parties. User 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 User within thirty (30) calendar days from the date of such notice. If this Agreement is terminated prior to the completion of the Transfer Plan, 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 User’s behalf as set forth herein. Manifest’s Subscription Fee and One-Time Transfer Fee do not include transaction or custodial fees charged by User’s custodian and/or broker-dealer, or any taxes owed with respect to 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, the Transfer Plan, the Investment Profile, or User’s Account(s).
ADDITIONAL TERMS AND CONDITIONS
User’s Account and the Use of Website: Users shall establish an individual account with Manifest through Manifest’s Website for Manifest to carry out its Services to User. Use of Manifest’s Website 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 Website. User is additionally bound by this Agreement and such Terms of Service, which both documents may be amended from time to time. User represents that User 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. User understands that personal information, including that which is used to create the Investment Profile, is collected by electronic means. User will be authenticated with a username and password, and User is responsible for selecting a safe password and not sharing it with others. Unauthorized access to User’s Account(s) may result in unintended changes to the Investment Profile 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: Users may permit Manifest to retrieve or to link information from any third party location such as User’s employer, 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, User hereby gives Manifest the full right to store and obtain User’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 your External User Information.
USER ACKNOWLEDGES AND AGREES THAT WHEN MANIFEST IS UTILIZING, ACCESSING, AND/OR RETRIEVING ACCOUNT INFORMATION FROM ANY THIRD PARTY PROVIDERS, INCLUDING USER’S EMPLOYER, RETIREMENT PROVIDER, OR OTHER CHANNEL PARTNERS, MANIFEST IS ACTING AS AN AGENT TO USER, 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. User 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: User acknowledges that investments are subject to various market, currency, economic, political, and business risks and that investments will not always be profitable. User 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 User’s Account(s) and investment performance. User’s Account(s) balances may vary in value between the time User initiates a transfer and the transfer is complete. Manifest shall have no responsibility for any changes in User’s Account(s) balances.
Limitation of Liability: In making Transfer Plan, Manifest only considers the information provided by User. Except as may otherwise be provided by law, Manifest will not be liable to User for (a) any loss arising from actual fund availability, sufficiency of funds, accuracy of accounts, or fraudulent activities in or authenticity of any User’s Account(s); (b) any loss that User may suffer by reason of any suggestions made, or other action taken or omitted, by User 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 User’s instructions; (d) any loss arising from any actions, omissions, and investments that User holds or makes that Manifest does not recommend; (e) any act or failure to act by User’s custodian, broker-dealer or other third party; (f) any loss arising from User’s failure to follow Manifest’s advice or suggestions; (g) any loss resulting from User’s failure to provide Manifest with current, updated, and accurate information related to the Transfer Plan and the Investment Profile; 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 User 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 User’s Account(s), or if Services directly causes any User’s transfer 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 THE TRANSFER PLAN, MAY CONTAIN ERRORS. MANIFEST’S SERVICES, TRANSFER PLAN, AND ANY SUPPORT THEREWITH ARE PROVIDED TO USER, USER’S EMPLOYER, 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 TRANSFER PLAN 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 TRANSFER PLAN. BECAUSE MANIFEST DOES NOT CONTROL, MANAGE, OR HANDLE THE ACTUAL FUND TRANSFERS IN USER’S ACCOUNT(S), ANY LOSS OF FUNDS OR INVESTMENT LOSS AS A RESULT OF UTILIZING MANIFEST’S SERVICES OR TRANSFER PLAN BY USER IS SOLELY ASSUMED BY USER AT HIS OR HER OWN RISK.
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 USER, USER’S EMPLOYER, 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 USER 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 USER ACKNOWLEDGES THAT MANIFEST WOULD NOT BE ABLE TO PROVIDE SERVICES OR TRANSFER PLAN TO USER, USER’S EMPLOYER, 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. User 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 User’s information provided hereunder or pursuant to this Agreement, User’s violation of the terms, User’s infringement, or infringement by User of any proprietary information, intellectual property, or materials of Manifest, Manifest’s Services, the Transfer Plan, or other rights of any person or entity.
Voting Securities and Related Matters: Manifest shall have no authority or power to exercise voting rights (including with respect to voting proxies), rights to consent to corporate actions, or other similar rights with respect to securities held in the Account(s). Rather, User shall retain all such authority. Further, Manifest will not take any action or render any advice with respect to any legal actions, including but not limited to class action lawsuits, involving securities held in User’s Account(s).
Disclosure: User 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. User represents and warrants that User 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 Website will be available at all times. User understands that Manifest may at times suspend access to the Website and/or through the mobile application, without notice to User, in order to make repairs or upgrades. In addition, access to the Website 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. User agrees that Manifest shall not be liable for any losses, costs, or expenses incurred by User 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 User to Manifest through the Website and by Manifest to User through the Website or to the primary email address provided by User as may be updated from time to time. Upon the effective date of termination, Manifest will have no further obligation to User under this Agreement.
No Assignment: Manifest shall not assign this Agreement without User’s consent. 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 will provide written notice to User, and User will be deemed to consent to the assignment absent User’s written notice of termination of this Agreement within 30 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 Website and electronic communications, or (iii) sent by electronic mail to the address provided to Manifest by User. User understands and agrees that the primary method of Manifest’s communications with Users in connection with the Services will be by posting information through the Website, and that User may not always receive a separate notice that new information has been posted to the Website. User therefore agrees to check the Website regularly. User may revoke this consent for Manifest to provide notices electronically to User 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: User’s intentional action of electronically signing this Agreement is valid evidence of User’s consent and intention to be legally bound by this Agreement and any other documentation submitted in the process or governing User’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. If User and User’s spouse have electronically signed this Agreement, the representations under this Agreement with respect to User will be joint and several.
Additional User Representations: User represents and warrants that User has the full power and authority to execute, enter into, deliver, and perform User’s obligations under this Agreement. User further warrants that this Agreement has been duly authorized, executed, and delivered by User, and is the legal, valid, and binding agreement by User, enforceable against User in accordance with its terms and that the terms of this Agreement do not violate any obligation by which the User is bound. If User is a corporation, limited liability company, partnership, trust, or other legal entity, User represents and warrants that the individual executing this Agreement on behalf of User has been duly authorized to do so.
Counterparts: The acknowledgement, the acceptance, and the execution of this Agreement by User shall be interpreted liberally, to the fullest extent as reasonably acceptable, using application and technology, in conjunction with User’s creation of an account with Manifest. Such acknowledgement, acceptance, and execution of this Agreement by User may be in the form of User’s checking off boxes and/or clicking of his or her 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 the Account(s), 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 1h - April 1, 2022