Participant User Agreement

You (the “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 the User;

WHEREAS, this Agreement is effective immediately upon acceptance by the User; and

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

User Services: The User engages with Manifest for the following services (collectively, the “Services”) subject to the terms and conditions of this Agreement. Manifest shall assist the User in the following matters:

Manifest’s information about the User requested by Manifest. The User further understands that Manifest will not manage, supervise, or direct the User’s investments, including the purchase and sale of securities for the 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 the User with the specification, status, and progress to the Transfer Plan via the responsive web application’s website (“Website”). The 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 the User to review and consider any updates to the information previously provided by the User.

Suspension and Reinstatement. Manifest shall have the full discretion and determination to decide whether or not, what, when, and how to inform the 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 the 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 the User’s Account(s). Manifest is not obligated nor shall have the duty to make investment recommendations to the User at any time. To the extent the User desires to implement any investment decisions, the User shall be solely responsible for implementing their investment decisions.

Services Outside Scope of Engagement: Manifest does not provide the User with investment, tax, accounting, or legal advice, nor will Manifest prepare any investment, accounting, tax, or legal documents for the implementation of the User’s Transfer Plan. Manifest encourages the User to work closely with his or her investment manager, attorney,  accountant, and other appropriate professionals to implement and/or review their Transfer Plan. 

Manifest is not a broker or dealer as defined under the federal Securities Exchange Act of 1934 or under any state securities legislation. Manifest is not providing, or agreeing to provide, the Services in a fiduciary capacity or to provide fiduciary investment advice under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended. Manifest does not hold itself out to be a financial adviser, broker or dealer. Manifest does not provide any advice as to the value of securities or as to the advisability of investing in, purchasing, selling securities or engaging in investment strategies, nor does it issue or promulgate analyses or reports concerning securities. Manifest does not effect securities transactions for the accounts of others. Manifest does not make recommendations of other investment advisers or broker-dealers. Manifest may assist in communicating with third party providers on the User’s behalf. In doing so Manifest operates in an administrative capacity in carrying out the User’s instructions and expressly disclaims any fiduciary duty or best interest obligation. The User agrees that Manifest is not acting as an agent or fiduciary in connection with the User’s use of the Services. The User should not rely on the Services as a primary basis for investment decisions. 

User Communications: The User recognizes that the value and usefulness of the Services provided by Manifest will be dependent upon information provided by the User through the Website, and the User’s active participation in the formulation of the Transfer Plan. The User represents and warrants that the financial and other information provided to Manifest is true, correct, and complete to the best of the User’s knowledge. The User authorizes Manifest to communicate with the User at anytime and to rely solely on the information provided by the User through the Website or Manifest’s application. The User agrees that Manifest is not required to independently verify any information obtained from the User or the User’s representatives. The User agrees to promptly inform Manifest of any changes in the User’s Transfer Plan. The User hereby authorizes Manifest to provide personal financial information, quarterly reviews and reports, newsletters, disclosure documents, and other communications, notices and required disclosures to the User via email, the Website, and/or text messages.

Service Fees: For providing the Services described in the “User Services” section of this Agreement, the User acknowledges and understands that Manifest may be paid by retirement providers, recordkeepers, or other channel partners for the Services in an amount as mutually agreed between Manifest and the involved parties (the “Service Fee”). Such a Service Fee may vary from one to another, depending on the terms negotiated and arrangements made by Manifest and other involved parties.

Other Expenses: Manifest’s Service Fee cover all Services rendered by Manifest on the User’s behalf as set forth herein. Manifest’s Service Fee does not include transaction or custodial fees charged by the 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 the User’s Account(s).

ADDITIONAL TERMS AND CONDITIONS

User’s Account and the Use of Website: The User shall establish an individual account with Manifest through Manifest’s Website for Manifest to carry out its Services to the 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. The User is additionally bound by this Agreement and such Terms of Service, which both documents may be amended from time to time. The User represents that the 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. The User understands that personal information, including that which is used to create the Investment Profile, is collected by electronic means. The User will be authenticated with a username and password, and the User is responsible for selecting a safe password and not sharing it with others. Unauthorized access to the 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: The User may permit Manifest to retrieve or to link information from any third party location such as the User’s employer, retirement provider, recordkeepers, or other channel partners ("External User Information"). By granting the permission to and directing Manifest to retrieve or to link External User Information, the User hereby gives Manifest the full right to store and obtain the 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.

THE USER ACKNOWLEDGES AND AGREES THAT WHEN MANIFEST IS UTILIZING, ACCESSING, AND/OR RETRIEVING ACCOUNT INFORMATION FROM ANY THIRD PARTY PROVIDERS, INCLUDING THE USER’S EMPLOYER, RETIREMENT PROVIDERS, RECORDKEEPERS, OR OTHER CHANNEL PARTNERS, MANIFEST IS ACTING AS AN AGENT TO THE 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. The 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: The 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 the User’s Account(s) and investment performance. The User’s Account(s) balances may vary in value between the time the User initiates a transfer and the transfer is complete. Manifest shall have no responsibility for any changes in the User’s Account(s) balances. Manifest may disclose any information necessary to satisfy Manifest’s legal obligations, protect Manifest and/or its Users, and/or operate the Services properly. Manifest, in its sole discretion, may refuse to post, remove, or remove, or refuse to remove, or disable any information, in whole or in part, that is alleged to be, or that Manifest considers to be unacceptable, undesirable, in appropriate, or in violation of this Agreement.

Limitation of Liability: In making Transfer Plan, Manifest only considers the information provided by the User. Except as may otherwise be provided by law, Manifest will not be liable to the 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 the User may suffer by reason of any suggestions made, or other action taken or omitted, by the 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 the User’s instructions; (d) any loss arising from any actions, omissions, and investments that the User holds or makes that Manifest does not recommend; (e) any act or failure to act by the User’s custodian, broker-dealer or other third party; (f) any loss arising from the User’s failure to follow Manifest’s advice or suggestions; (g) any loss resulting from the 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 the 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 THE USER,  THE USER’S EMPLOYER, RETIREMENT PROVIDERS, RECORDKEEPERS, 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 THE USER’S ACCOUNT(S), ANY LOSS OF FUNDS OR INVESTMENT LOSS AS A RESULT OF UTILIZING MANIFEST’S SERVICES OR TRANSFER PLAN BY THE USER IS SOLELY ASSUMED BY THE 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 THE USER, THE USER’S EMPLOYER, RETIREMENT PROVIDERS, RECORDKEEPERS, 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 THE 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 THE USER ACKNOWLEDGES THAT MANIFEST WOULD NOT BE ABLE TO PROVIDE SERVICES OR TRANSFER PLAN TO THE USER, THE USER’S EMPLOYER, RETIREMENT PROVIDERS, RECORDKEEPERS, OR OTHER CHANNEL PARTNERS ABSENT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

Indemnification. The 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, the User’s violation of the terms, the User’s infringement, or infringement by the 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, The 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 the User’s Account(s).

Disclosure: The 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. The User represents and warrants that the 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. The User understands that Manifest may at times suspend access to the Website and/or through the mobile application, without notice to the 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. The User agrees that Manifest shall not be liable for any losses, costs, or expenses incurred by the 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 the User to Manifest through the Website and by Manifest to the User through the Website or to the primary email address provided by the User as may be updated from time to time. Upon the effective date of termination, Manifest will have no further obligation to the User under this Agreement.

No Assignment: Manifest shall not assign this Agreement without the 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 the User, and the User will be deemed to consent to the assignment absent the 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 the User. The User understands and agrees that the primary method of Manifest’s communications with the User in connection with the Services will be by posting information through the Website, and that the User may not always receive a separate notice that new information has been posted to the Website. The User therefore agrees to check the Website regularly. The User may revoke this consent for Manifest to provide notices electronically to the 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: The User’s intentional action of electronically signing this Agreement is valid evidence of the User’s consent and intention to be legally bound by this Agreement and any other documentation submitted in the process or governing the 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 the User and the User’s spouse have electronically signed this Agreement, the representations under this Agreement with respect to the User will be joint and several.

Additional User Representations: The User represents and warrants that the User has the full power and authority to execute, enter into, deliver, and perform the User’s obligations under this Agreement. The User further warrants that this Agreement has been duly authorized, executed, and delivered by the User, and is the legal, valid, and binding agreement by the User, enforceable against the 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 the User is a corporation, limited liability company, partnership, trust, or other legal entity, the User represents and warrants that the individual executing this Agreement on behalf of the User has been duly authorized to do so.

Limited Power of Attorney (“LPOA”): By using Manifest’s Services, the User expressly authorizes Manifest to access User’s Account on the User’s behalf as User’s agent. Manifest will submit information including usernames and passwords that the User provide to log the User into the User’s accounts or retirement provider(s)’s sites. The User hereby authorizes and permits Manifest to use and store information submitted by the User through the Services (such as account passwords, usernames and security questions) to accomplish the foregoing and to configure Manifest’s Services so that they are compatible with the third party sites for which the User submits the information. For purposes of this Agreement, you grant Manifest a limited power of attorney, and appoint Manifest as the User’s attorney-in-fact and agent, to access third party sites, and to retrieve and use the User’s information with the full power and authority to do and perform each thing necessary in connection with such activities, as the User could do in person. THE USER ACKNOWLEDGES AND AGREES THAT WHEN MANIFEST IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, MANIFEST IS ACTING AS THE USER’S AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. 

This LPOA authorizes Manifest as the User’s agent to conduct certain limited activity in the User’s employer retirement savings account(s) and/or 401(k) account(s) (collectively, “401(k)”) and/or Individual Retirement Accounts (“IRA”). Manifest will be authorized to initiate a rollover and to request information regarding the User’s accounts. Manifest will not be authorized to request or alter any security information for your 401(k), IRA, trade any securities, arrange loans, or to initiate asset withdrawals. 

The User certifies that the User is the registered owner of the account(s) provided to Manifest and authorize Manifest to act as authorized Agent. THIS LIMITED POWER OF ATTORNEY DOES NOT AUTHORIZE AGENT TO CHANGE THE USER’S USERNAME OR PASSWORD, ADD, DELETE OR CHANGE THE USER OR ACCOUNT INFORMATION, TRADE SECURITIES, WITHDRAW FUNDS, OR ARRANGE A LOAN.

Counterparts: The acknowledgement, the acceptance, and the execution of this Agreement by the User shall be interpreted liberally, to the fullest extent as reasonably acceptable, using application and technology, in conjunction with the User’s creation of an account with Manifest. Such acknowledgement, acceptance, and execution of this Agreement by the User may be in the form of the 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 3 - November 4, 2024