Terms of Service

Permitted Uses

Subject to the provisions in these Terms and Conditions, you may use the Site and Platform for non-commercial purposes to: (i) learn about the Program; (ii) learn about our investment advisory strategies, methods, and algorithms, the portfolios we offer, and the securities that comprise those portfolios; (iii) enter into the Agreements; (iv) open Accounts to participate in the Program; (vi) select a portfolio from the various model portfolios we offer; (vii) initiate requests to deposit money for investment in the Program or to sell securities and withdraw money invested in the Program; (ix) access statements and confirmations regarding transactions in connection with the value of your Account in the Program; (x) access and print or download copies of the current version of these Terms and Conditions, the Agreements, and other documentation relating to the Program; and (xi) make such other use of the Site and Platform as we may expressly permit from time to time in furtherance of the objectives and growth of the Program. Subject to these Terms and Conditions, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the Site’s user interface, the Platform and their respective Content and Services in accordance with these Terms and Conditions, and for no other purpose. All rights, title and interest in and to the user interface and Content, including any software, on or through the Site and Platform shall belong to us or our Licensors and Suppliers, including all modifications thereof and enhancements thereto. The Content and user interface made available from, on or through the Site or Platform may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms and Conditions is solely for your personal use (but not for resale or redistribution) as a user of the Site or Platform and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Content and user interface made available from, on or through the Site or Platform. You have no right or claim of right to the Content or any unique ideas found on the Site or Platform. No ownership rights are granted to you hereunder and no title is transferred hereby.

Prohibited Uses

You may not use the Site, Platform or Services for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment, including, without limitation, the laundering of proceeds of any unlawful activity, the financing of terrorism, the commission of fraud or market manipulation, the harassing or making disparaging comments to any user of the Site or Platform. We reserve the right to take preventative or corrective actions to protect ourselves and our users. Your use of the Site, the Platform and Services is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Site, the Platform and Services and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site, the Platform and Services, you may not, except as may be expressly set forth above under “Permitted Uses” (a) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (c) access or use (or attempt to access or use) another user’s Account without permission, or solicit another user’s login information; (d) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, Platform or Services; (f) “frame” or “mirror” any portion of the Site, Platform or Services; (g) use any robot, spider, site search/retrieval Platform or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, Platform or Services; (h) harvest or collect information about or from other users of the Site, Platform or Services; (i) use the Site, Platform or Services for any illegal activity; (j) probe, scan or test the vulnerability of the Site or Platform, nor breach the security or authentication measures on the Site or Platform or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Platform, such as a denial of service attack; (k) send or otherwise post unauthorized commercial communications (such as spam); (l) engage in unlawful multi-level marketing, such as a pyramid scheme; (m) post content that is hateful, threatening or pornographic, incites violence, or contains nudity or graphic or gratuitous violence; (n) access or use any portion of the Content if you are a direct or indirect competitor of Aspira, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of Aspira; (o) use or distribute any Content, including Content that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; or (p) facilitate or encourage any violations of this Section.

Contact in Event of Unauthorized Transfer

If you believe your mobile device, Aspira Account information, and/or User ID or PIN has been lost or stolen, submit an email to: customerservice@Aspira401k.com or write to us at:

Aspira

1 RiverPlace, #3606

New York, NY 10036

Aspira will not be responsible for any losses arising out of the unauthorized use of your Account and you agree to indemnify and hold harmless Aspira and its managing members, officers, equity holders, employees, partners, parents, subsidiaries, agents, affiliates, and licensors (collectively, “Affiliates”), as applicable, for any improper, unauthorized or illegal uses of your Account and as otherwise set forth in these Terms and Conditions.

Warranties, Disclaimers and Limitations of Liability

You’re Warranties

You represent and warrant to Aspira that (a) all information, including, without limitation, Client Information, that you provide to us is accurate and truthful, and you will update such information with Aspira as soon as it changes, (b) you have the authority to share Client Information with us and to grant us the right to use Client Information as provided in these Terms and Conditions and Privacy Policy, (c) you have the right to grant us the licenses specified in the Section titled “Content and Materials” above, if applicable, (d) your acceptance and use of the Site and/or Platform pursuant to these Terms and Conditions does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound, (e) you will not use the Services in connection with any fraudulent or illegal activity or in any manner which interferes with the operations of the Services, (f) the account with your mobile service provider for the mobile device on which you are using the Services, including the Aspira Platform, is current and in good standing, (g) you are at least 18 years of age and have the right, power, and authority to enter into these Terms and Conditions, and (h) the Materials do not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.

Disclaimer of Warranties

Although Aspira makes efforts to provide an accurate Site and Platform, the Site and Platform and all respective parts thereof are provided “as is”, “with all faults”, and “as available”. Aspira and its Affiliates and their respective managing members, officers, directors, employees and third party suppliers (collectively, the “Company Parties”) disclaim any and all representations, warranties or guarantees of any kind, whether express, implied or statutory, including without limitation (1) as to title, merchantability, fitness for ordinary purposes and fitness for a particular purpose and non-infringement, (2) the quality, accuracy, timeliness or completeness of the site, the Platform and their respective content, (3) those arising through course of dealing, course of performance or usage of trade, (4) the Site and Platform and their respective content conforming to any function, demonstration or promise by any Company Party and (5) that access to or use of the Site, the Platform or their respective Content will be uninterrupted, error-free or completely secure. Any reliance upon the Site, the Platform and their respective Content is at your own risk and Aspira makes no warranties. Aspira reserves the right to restrict or terminate your access to the Site, the Platform and their respective Content or any feature or part thereof at any time. If you download the Platform or any Content from this Site, you do so at your own discretion and risk. You will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the download of any such Content.

Your reliance upon the information available on the Site or Platform or located through utilization of the Services and your interactions with third-party users identified through the Services is SOLELY AT YOUR OWN RISK. Your interactions with other users or advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other person’s or entity’s use or disclosure of your personally identifiable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of the Services.

You acknowledge that access to the Site, Platform, and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic communications. For instance the Site, Platform, and Services may be limited or unavailable from time to time, including due to systems maintenance or enhancements, usage demands, software or hardware malfunctions, or occurrences beyond the control of Aspira and its third parties (including operator errors, market volumes and volatility, power failures, equipment failures, communications failures, natural disasters, terrorist acts, and warfare). We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site, the Platform or Services will be operable at all times or at any particular time or that access will be continuous or uninterrupted.

We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, Platform and Services, or any portion of the Site or Platform; (2) to modify or change the Site, Platform or Services, or any portion of the Site, Platform or Services, and any applicable policies or terms (except as described in the Privacy Policy); and (3) to interrupt the operation of the Site, Platform and/or provision of Services, or any portion of the Site, Platform or Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS AND CONDITIONS.

Limitation of Remedies

In no event shall Aspira be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Site, Platform or their respective Content, with the delay or inability to access or use the Site, the Platform or related Services, the provision of or failure to provide services, or for any content, software, products and services made available or obtained through the Site, the Platform or their respective Content, or otherwise arising out of the use or access of the Site, use of the Platform or use of the Services, whether based on contract, tort, negligence, strict liability or otherwise, even if Aspira has been advised of the possibility of damages. Any services or content made available or obtained through the use of the Site or the Platform, and all other use of the Site or Platform, is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results therefrom.

If you are dissatisfied with any portion of the site, the Platform or their respective content, or with any of these terms and conditions, your sole and exclusive remedy is to discontinue using the site and uninstall the Platform.

Indemnification

Content and Materials

You will indemnify and hold Aspira and its Affiliates harmless with respect to any suits or claims arising out of (i) your breach of these Terms and Conditions, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; (ii) your fraudulent or malicious use of the Site, the Platform and/or Services or your misuse or abuse of the Site, Platform and/or Services; (iii) your violation of applicable laws, rules or regulations in connection with your use of the Site, Platform or Services, or (iv) our use of Materials generated or uploaded by you in accordance with these Terms and Conditions. You agree to indemnify and hold Aspira, its third-party vendors, corporate affiliates, directors, officers, employees and agents harmless from any and all claims and demands, including, but not limited to reasonable attorneys’ fees, made by any third-party due to or arising out of any content submitted, posted, or otherwise provided by you to Aspira and/or its third party advertisers and any breach by you or your affiliates, employees, agents and representatives of any provisions of these terms and conditions.

Pre-Dispute Arbitration and Applicable Law

You and Aspira agree that any controversy or claim between You and Aspira, or between You and any of the officers, employees, agents, or affiliated companies of Aspira, arising out of or relating to these Terms and Conditions, any of the transactions contemplated under these Terms and Conditions, any of the Services provided pursuant to these Terms and Conditions, any of the discussions or negotiations leading up to the making of these Terms and Conditions, or any relationship that results from any of the foregoing, whether based in contract, or an alleged tort, or on any other legal theory, and whether asserted as an original or amended claim, counterclaim, cross claim, or otherwise, shall be governed by federal law and all applicable substantive laws of the State of Texas (without regard to its conflict of laws principles). Governing Texas law may be supplemented as necessary by federal law. You agree that if there is any inconsistency between the terms of these Terms and Conditions and any applicable law, regulation or rule, the terms of these Terms and Conditions will prevail to the extent any such law, regulation or rule may be modified by agreement.

These Terms and Conditions contain a pre-dispute arbitration clause, which applies to these Terms and Conditions. Aspira and you agree as follows:

  • All parties to these Terms and Conditions are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

  • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

  • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

  • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.

  • The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

  • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

  • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into these Terms and Conditions.

Pre-Dispute Arbitration Clause: All controversies that may arise between you and Aspira concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any account, or transaction, or the continuation, performance, interpretation, or breach of these Terms and Conditions, the Agreements, or any other agreement between you and Aspira, whether entered into or arising before, on, or after the date the account is opened) shall be determined by binding arbitration through American Arbitration Association. You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under these Terms and Conditions except to the extent stated herein.

To the maximum extent permitted by applicable law, no action, regardless of form, arising out of these Terms and Conditions may be brought by either party more than two (2) years after the claiming party knew or should have known of the cause of action.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Aspira as a result of these Terms and Conditions or accessing or using the Site, the Platform or their respective contents. Aspira’s performance under these Terms and Conditions is subject to existing laws and legal process, and nothing contained in these Terms and Conditions is in derogation of Aspira’ right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Site and/or Platform or information provided to or gathered by Aspira with respect to such use.

Interpretation

If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms and Conditions shall continue in effect. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as otherwise specified in these Terms and Conditions, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following address: 40 Lake Bellevue Dr, suite 100, Bellevue, WA 98005  or via email addressed to: customerservice@Aspira401k.com and notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. The Services, Content, other technology we may make available, and derivatives thereof may be subject to laws and regulations of the United States and other jurisdictions. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. We may assign our rights and privileges under these Terms and Conditions (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

The term of these Terms and Conditions will continue for as long as we allow you access to and use of the Site, the Platform and/or Services. Your Accounts participation privileges may be terminated immediately if you fail to comply with these Terms and Conditions. Aspira reserves the right to terminate your participation in the Program and Custodian reserves the right to terminate your Program Account at any time without cause. Sections titled “Content and Materials,” “Warranties, Disclaimers and Limitations of Liability,” “Applicable Law and Jurisdiction,” “Interpretation,” and “Indemnification,” and this Section shall survive any termination or expiration of these Terms and Conditions.

Entire Agreement

These Terms and Conditions and the Agreements represent the entire understanding between you and Aspira governing the Services. In the event of any conflict between these Terms and Conditions or the Agreements and the terms of a third-party agreement, the terms of these Terms and Conditions and the Agreements will prevail as between you and Aspira.

Questions

Should you have any questions concerning these Terms and Conditions, please contact us at customerservice@Aspira40k.com

Program agreement

By using the Aspira Platform (the “Program”) you agree to enter into and agree to be bound by their terms and conditions of the following (collectively, the “Agreements”):

You must read and consider the agreements listed carefully and contact Aspira to ask any questions you may have before entering into them. Pursuant to the E-Sign Disclosure and Agreement for Aspira’s Website and Mobile Platform (the “E-Sign Agreement”) that you previously executed, clicking that you agree has the same legal effect as signing a paper version of each agreement listed. You acknowledge that these agreements may be amended from time to time and that the amended agreements will be posted on the Aspira website. You agree to check the Aspira website for new versions of these agreements. You agree that, by keeping your Aspira account or using services provided in the program without objecting after Aspira posts a new version of an agreement listed above on the Aspira website, you will agree to and accept all terms and conditions of any amended agreement, including any new or changed terms or conditions.

1. Program Structure and Agreements

The Agreements govern the services you will receive when you participate in the Program.

Aspira offers individual retirement account and solo 401(k) account owners a facilitation program that provides an easy way for individuals to regularly invest in alternative investments through is affiliated companies and partners.  Aspira interacts with its Clients using a software Platform developed by its parent company, Aspira, Inc. (“Aspira”). Through information entered by Clients on a mobile or web based platform, The Program gives you access to a combination of services designed to let you do the following, subject to this Program Agreement’s terms and conditions:

  • learn about the process of purchasing, selling, and holding alternative investments in tax advantaged accounts;

  • provide Aspira with Client Information about yourself;;

  • establish and routinely contribute to a retirement account in a tax advantageous manner;

  • access data, research and other information to help you manage your account;

  • open an Aspira Account and an account with outside Custodians to hold a trust we create for you and cash;

1.1 Custodial Agreements

The default Program Account is a Traditional IRA, but you can also open a Roth IRA or solo (401(k). If the Client is ineligible for a Roth IRA or solo 401(k), the contingent default is a Traditional IRA. Employee has a right to change and manually opt out of the default account type and establish a different type of account.

The IRA Agreement is between the Custodian and you and pertains to the services that the Custodian provides as the IRA custodian for your Program Account. Under the IRA Agreement, and subject to its terms and conditions, the IRA custodian executes transactions on behalf of the Client, keeps all necessary and appropriate records of all actions undertaken in the custodial capacity, and files any reports, such as statements and tax notices, required either by the custodial agreement or the law. It may also be responsible for distributing the IRA's assets in accordance with the Client's instructions, and filing the appropriate paperwork. An IRA custodian is not required to give investment or legal advice, though, making it incumbent upon the Client to make sure that all directions given to the Custodian are compliant with the IRS code.

Unless you are a Participating Partner, by agreeing to this Program Agreement, you also agree to the IRA Agreement.

1.3 Definitions

The following initially capitalized terms shall have the following definitions:

ACH Operator means a bank or other vendor that Aspira engages from time to time for you to use when you use the Automated Clearing House payment system to transfer money to or from the Custodian.

Agreements refer collectively to this Program Agreement, and the IRA/solo 401(k) Agreements.

Platform means the software and technology that Aspira provides to let you access the Portfolio Selection Tool and information about your Program Account using an Internet-connected device that is compatible with the Platform.

Business Day means a day when the New York Stock Exchange opens for trading during all or part of a day.

Cash  means the money credited to your Program Account. Cash includes money you send to the Custodian.

Client includes Participating Retirement Account Owners, Participating Partner Account Owners and any other person that Aspira agrees to provide Services to or otherwise enrolls in the Program.

Client Information means all information about you, including information about your identity, email address, physical address, location, nationality, citizenship, tax residency, financial situation, investment objectives, that you supply Aspira through the Platform or otherwise through the Aspira Website or that you supply the Custodian through the Custodian Website.

Continuing Participant means a retirement account owner who has opted to remain in the Program despite either terminating its partner with Partner Account participation in the Program.

Custodian means the financial institution chosen by Aspira to act as custodian of the Program Accounts, which may change from time to time.

Deposit means a transfer of money to the Custodian and the crediting to your Program Account by the Custodian of the money the Custodian receives.

Aspira means Aspira 401(k), a Delaware Corporation. www.Aspira401k.com

Aspira Website means www.Aspira401k.com, and other application sites which Aspira operates and maintains.

Indemnified Persons means affiliates, officers, directors, employees, representatives, successors, assigns, and authorized agents of either Aspira or the Custodian.

IRA Agreement refers to the agreement between you and the Custodian establishing your Program Account, if applicable.

Privacy Policy means collectively (i) the Privacy Policy of Aspira and the Custodian, which is available from time to time on the Aspira Website and the Custodian Website, and (ii) the Privacy Policy available through the Platform.

Program means the Aspira Employer Sponsored Retirement Savings Plan Program provided for in the Agreements.

Program Agreement means this Aspira Program Agreement between Aspira, the Custodian, and you.

Program Participant means Participating Retirement Account Owner or a Participating Partner Account Owner.

Tax Form means a statement that we required to provide you in a form specified by the Internal Revenue Services for tax reporting purposes. Examples are statements on Form 1099-R.

Terms and Conditions mean any written terms or conditions that Aspira, the Custodian, or the parent company of Aspira requires you to abide by when using the Platform, the Portfolio Selection Tool, and the Websites. The Terms and Conditions include without limitation any written terms or conditions that Aspira, the Custodian, or the parent company of Aspira requires you to agree to before loading the Platform or before accessing either of the Websites.

Websites means the Aspira Website and the Custodian Website.

Withdrawal means a transfer of Cash disbursed from your Program Account pursuant to a Withdrawal Request.

Withdrawal Request means a communication you send Aspira through the Aspira Website or Mobile Platform requesting that Aspira place Orders for Sales and instruct the Custodian to disburse the proceeds of the Sales to fund a Withdrawal in the requested amount.

1.4 Warranties, Representations and Acknowledgments

Neither Aspira,  nor their affiliates are providing tax or legal advice. I have been advised to and afforded the opportunity to seek the advice and counsel of my own tax and financial advisers. Moreover, they do not warrant, represent or otherwise guarantee that a Simplified Employee Pension (“SEP”) plan (or any other type of plan that Aspira may offer) is compliant with the Internal Revenue Code or the Employee Retirement Income Security Act of 1974 (“ERISA”), in form or function.

2. Fees

Aspira reserves the right to waive any fees associated with the Program at its sole discretion. The Fee is payable in advance and absent a default or termination on your part, will not be deducted from your Program Account. Expenses that are excluded from the fee and for which Clients are independently responsible, if incurred, are listed on Attachment B, attached hereto and incorporated herein by reference as if fully restated herein.

You acknowledge that Aspira designed the Program with investing in alternative investments in mind and that the fee structure might not be economical or appropriate for individuals looking to make few or infrequent small-dollar investments.

3. Websites and Platforms
3.1 Privacy and Data Security

The information you provide to Aspira, including your personal information, is subject to the terms of Aspira’ Privacy Policy, which is available at https://www.Aspira401k.com/legal/. By entering into the Agreement, you represent that you have read, understood and accepted Aspira’ Privacy Policy.

3.2 Terms and Conditions

You acknowledge receipt of the Terms and Conditions, which apply to the Platform, the Portfolio Selection Tool, and the Websites and agree to adhere to the Terms and Conditions throughout your participation in the Program.

4. Client Information

You acknowledge and agree that, subject to the terms and conditions of the Agreement, Aspira relies on the Client Information to provide the Services. You further acknowledge and agree that Aspira shares some or all of the Client Information with the Custodian and that, subject to the terms and conditions of the Agreement, the Custodian relies on such Client Information to perform certain compliance functions including verifying your identity for anti-money laundering purposes and confirming that United States firms like Aspira are permitted to provide you with services under applicable United States economic sanctions against various countries, individuals and organization.

You represent and warrant to Aspira and the Custodian that all Client Information you supply is true, accurate, complete, and current. Without limiting the generality of the preceding sentence, you represent and warrant that you are not insolvent. You agree to update any Client Information you provided Aspira or the Custodian that is no longer accurate promptly using the Aspira Website. You agree to indemnify and hold Aspira, the Custodian, and the other Indemnified Persons harmless from any and all damages resulting from or relating to your failure to provide true, accurate, complete, and current Client Information or to update Client Information.

  1. Source of Funds

You represent and warrant that none of the money you invest in the Program comes from, or will be used to promote the conduct of, any crime or other illegal activity. You covenant not to invest any money in the Program that comes from, or that will be used to promote the conduct of, any crime or other illegal activity. You represent that no individual or entity has an interest in any money you use for Deposits or in any money or securities in your Program Account other than you or any other individual you have disclosed to Aspira using the account opening functionality of the Platform.

  1. Electronic Delivery Consent

You have previously agreed to receive disclosures and communications electronically, pursuant to the E-Sign Agreement. In addition, you agree that:

  • You will notify Aspira promptly of any change to your email address or physical address.

  • You will provide and update Client Information electronically using the Platform.

  • You may access statements, confirmations, Tax Forms, and the current Agreements electronically through the Websites.

  • The Custodian will provide you confirmations by sending you emails that contain uniform resource locator (URL) links to your confirmation information.

  • The electronically stored copies of the Agreements are the enforceable, true, complete record of each of the Agreements, which can be admitted as evidence or otherwise used in arbitration, litigation, administrative or other legal or regulatory proceedings as if they were originally produced and then kept in paper form. You will not object to or challenge the enforceability or use of the electronically stored copies of the Agreements.

  • You will check the Aspira Website and Platform regularly for communications from Aspira, including electronic notices that any of the Agreements have been amended in accordance with Section 10.10 below.

  • You will need a computer with a browser and access to the Internet to access Tax Forms on the Websites.

7. Investment Risks 
You acknowledge that:

  • By participating in the Program you may lose opportunities to make other investments and to realize gains from such other investments.

  • Data provided by Aspira or the Custodian may not be free from error or inaccuracies.

  • Investments in the Program are not guaranteed by the Federal Deposit Insurance Corporation, any bank, or any government.

8. Term

8.1 Effective Date

The Agreements become effective the date you open an account.

8.2 Suspension of Services

You agree that Aspira, the Custodian, and any of their affiliates or contractors may suspend the provision of services to you or delay, limit, restrict, or refuse any transaction for you at any time for any length of time without prior notice to you if either Aspira or the Custodian believes in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or avoid, violating any law or regulation applicable to Aspira, the Custodian, or a transaction relating to the Program; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over Aspira, the Custodian, or a transaction relating to the Program; (iii) to avoid a loss to Aspira or the Custodian; (iv) to remediate or otherwise to address problems with technology; (v) due to interruptions in the access to or operation of any technology that Aspira or the Custodian directly or indirectly use in connection with the Program; or (vi) to prevent a breach or violation of any term, condition, or other provision of any of the Agreements.

8.3 Termination

You, Aspira, or the Custodian may close your Program Account and terminate the Agreements at any time for any reason by sending a request to close your account by email to customerservice@Aspira401k.com or by mailing a signed written request, provided that:

  • if you terminate any of the Agreements, you will be deemed to simultaneously terminate all of the Agreements;

  • pending when Aspira sends or receives a request to close your Program Account; and

  • Aspira and/or the Custodian will, before closing your Program Account, deduct any unpaid fees owed for irregular services.

If you request to close your Account, Aspira will initiate a Fee or other fees due.

9. Liability

9.1 General Limitation

Subject to federal and state securities laws and Section 9.4 below, you agree that Aspira, the Custodian, and their officers, directors, and employees shall not be liable under any of the Agreements for their actions or omissions absent their gross negligence, willful misconduct, or violation of applicable law. Neither Aspira nor the Custodian shall be liable for damages (including losses, lost opportunities, and lost profits) relating to differences between projected or potential performance and actual results. Without limiting any other indemnity provision of the Agreements, you shall indemnify and hold harmless Aspira, the Custodian, and the Indemnified Persons from any loss, damage, or liability arising out of any transaction in which Aspira acts directly or indirectly as your investment adviser or the Custodian acts directly or indirectly as your agent, absent any willful or grossly negligent conduct by Aspira, the Custodian, or the applicable Indemnified Person.

9.2 Independent Contractors

Neither Aspira nor the Custodian shall be liable for the acts or omissions of their vendors or other contractors, including the ACH Operator, or the Clearing Broker.

9.3 Automated Clearing House (ACH) Transactions

You agree to be bound by the National Automated Clearing House Association (“NACHA”) operating rules and any applicable local ACH operating rules. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your Funding Account or in payment instructions to make a Deposit may result in an ACH transfer being rejected, lost, posted to an incorrect account or returned to the originating bank without notice to you. You agree that Aspira may request and the ACH Operator or Custodian may make ACH transfers for Withdrawals solely by reference to the account number of the recipient. Aspira, the Custodian, and the ACH Operator shall not be obligated by any provision of any of the Agreements to determine whether there is a discrepancy relating to names or account numbers in transfers between your Program Account and your Funding Account. You agree to indemnify and hold Aspira, the Custodian, and the other Indemnified Persons harmless from any and all damages resulting from or relating to any mismatched, incorrect, or incomplete identifying information regarding your Deposits or Withdrawals. You agree that processing of ACH transfers for Deposits or Withdrawals may be delayed for five Business Days or longer. If you believe a transfer has not been properly credited to you, you agree to notify Aspira promptly. You agree that money transferred may not be reflected in a Deposit credited to your Program Account available during delays. You agree that, notwithstanding anything to the contrary in any of the Agreements, Aspira and the Custodian shall not be liable for ACH transfer processing delays, any act or omission of, including without limitation any overdraft or other fee charged by any financial institution, or for any act or omission of any service provider or vendor of any such financial institution. Any credit resulting from an ACH transfer associated with a Deposit is provisional until the Custodian receives payment. Without limiting any other rights of Aspira or the Custodian to delay a Withdrawal or deny a request for a Withdrawal, Aspira and the Custodian reserve the right to delay or prevent a Withdrawal of the proceeds of any Deposit pending verification of final payment. If the Custodian does not receive final payment, or if your Program Account has been credited by mistake, you authorize Aspira to instruct the Custodian to reverse the credit to your Program Account or will otherwise reimburse the Custodian if assets in your Program Account are not sufficient.

9.4 Securities Laws

Notwithstanding anything in this Section 9 or any other provision in any of the Agreements, nothing in any of the Agreements shall limit in any way or waive any of your rights under federal or state securities laws.

10. Miscellaneous 
10.1 Governing Law

The Agreements shall be construed under Washington law, which shall govern as if they were entered into in the State of Washington.

10.2 Entire Agreement

You acknowledge and agree that the Agreements, as they may be amended from time to time in accordance with their terms, constitute the entire and final understanding with respect to the Agreements’ subject matter. You acknowledge and agree that the Agreements supersede any previous agreements with Aspira or the Custodian.

10.3 Dispute Resolution

This Program Agreement contains a pre-dispute arbitration clause, which applies to this Program Agreement. By signing this Program Agreement, Aspira and you agree as follows:

  • All parties to this Program Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

  • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

  • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

  • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.

  • The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

  • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

  • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Program Agreement.

Pre-Dispute Arbitration Clause: All controversies that may arise between you and Aspira concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any account, order, or transaction, or the continuation, performance, interpretation, or breach of this, the other Agreements, or any other agreement between you and Aspira, whether entered into or arising before, on, or after the date this account is opened) shall be determined by binding arbitration through the American Arbitration Association You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Program Agreement except to the extent stated herein.

10.4 Severability

If any provision of any of the Agreements is held unenforceable or invalid under any law, rule, or administrative or judicial order or decision, that holding shall not alter the enforceability or validity of the Agreements’ remaining provisions.

10.5 Interpretation

Headings in the Agreements are descriptive and for convenience only. The headings shall not be construed as altering the scope of the rights and obligations created by the Agreements’ terms and conditions. Defined terms shall have their assigned meanings wherever used in any of the Agreements, regardless of whether defined in Section 1.3 of the Program Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word “including,” as used in any of the Agreements, shall be construed as introducing examples of a category without limiting such category and shall therefore be construed as if the word “including” were replaced with the phrase “including but not limited to” or “including without limitation.” No course of dealing between you and Aspira or between you and the Custodian, nor any delay by Aspira or the Custodian in exercising any rights or remedies under any of the Agreements, shall be deemed to be a waiver of any such rights or remedies. Any such right or remedy may be exercised as often as Aspira or the Custodian may determine in its sole discretion.

10.6 Notice

Pursuant to the E-Sign Agreement you previously executed, you acknowledge that the usual way Aspira and the Custodian will provide you notice under any of the Agreements, including notices of new versions of any of the Agreements when modified pursuant to Section 10.10 below, is by posting such notices on the Aspira Website. You agree to check the Aspira Website and the Platform frequently. If required by applicable law or if they decide in their sole discretion, Aspira and the Custodian will provide you with notices by other means, including emails linking to the Aspira Website or Platform, other emails, and traditional mail.

10.7 Geographic Scope of Program

You acknowledge that the Program is intended for natural persons who are citizens or other lawful residents of the United States and who are located in the United States and that neither Aspira nor the Custodian intend to offer the Program, any services, or any other products outside the United States. You acknowledge that Aspira and the Custodian do not offer the Program to non-resident aliens subject to tax withholding. Neither Aspira nor the Custodian represent or warrant that any aspect of the Program, including information available from the Aspira Website or the Platform, complies with any law or regulation of any jurisdiction outside the 50 United States. You represent and warrant that you are a lawful resident of and located in the United States and that you have been lawfully issued by the government of the United States the social security number or tax identification number you provided when applying for your Program Account using the account opening functionality in the Platform.

10.8 Authority

You represent and warrant that you have the full power and authority to enter into each of the Agreements. You certify that you are of legal age to enter into contracts in the state where you live. You agree that, when you sign below, the Agreements will have been duly authorized and will be binding. You acknowledge that you are solely responsible for carefully reviewing and understanding all terms and conditions of the Agreements.

10.9 No Conflict

You represent and warrant that no term of any of the Agreements conflicts with or violates any duty you have under any law, regulation, or agreement.

10.10 Amendment

Aspira or the Custodian may amend this Program Agreement from time to time by adding, revising, or deleting any terms or conditions. Nothing in this Program Agreement shall be deemed waived or amended without the prior express written consent of Aspira or the Custodian executed by a duly authorized representative of Aspira or the Custodian. Aspira may amend the Agreement in accordance with the terms and conditions of the Advisory Agreement. Although Aspira or the Custodian may email you from time to time about changes to the Agreements, the regular way for Aspira and the Custodian to notify you of amendments is to post notice on the Websites and/or the Platform and update the current version of the Agreements, which will be available on the Aspira Website and the Platform, subject to the Aspira Terms and Conditions, for you to access, download, review, print, and retain.

10.11 Assignment

You may not assign your rights or obligations under any of the Agreements without the prior express written consent of Aspira and the Custodian. Aspira may assign its rights or obligations under this Program Agreement. The Custodian may assign its rights or obligations under this Program Agreement.

Electronic Signature

Participating in the Program requires having carefully reviewed this Program Agreement, including the pre-dispute arbitration clause in section 10.3 of this Program Agreement.

ATTACHMENT A

Aspira

By participating in the Program, you agree and hereby enter into this Aspira Agreement (this “Agreement”) with Aspira which comes into effect when you enroll in the Platform (the “Program”).

The terms and conditions of the Program Agreement, including the Pre-Dispute Arbitration Clause in Section 10.3 of The Program Agreement, are incorporated into this Agreement.

All capitalized terms herein that are defined in the Program Agreement shall have the meanings assigned in the Program Agreement.

If any term or condition of this Agreement is deemed to conflict with a term or condition of the Program Agreement, this Agreement shall control.

Fees that can be charged in additional to the setup fee and annual custodial fees are:

•   Close out fee in the first year- $150, after the first year is $50   •  Wells Fargo® currently provides a checking account with no annual fee if there is a minimum of $1,500 in cash in the account.  There is a $10 monthly fee for accounts holding less $1,500 in cash. There is no fee for savings accounts.  It is your choice of what type of account/accounts you have opened at Wells Fargo  •   Your other IRA other custodians may charge you a close out fee or a wire fee •   After two transfers into a single Aspira 401(k), Aspira may charge a $50 fee per additional transfer, but we don’t have any plans to right now •  The program includes regular processing of transfers, but if you would like to expedite the transfer of your account wires between institutions can be requested instead of checks or ACH transfers.  In those occasions, we may pass on wire fees charged to us to your account.  You also may have an account outside of the Platform and that institution may charge you a wire fee.

Your Program Account constitutes a qualified account for tax purposes. Accordingly, if you access those funds you may trigger a taxable distribution with adverse tax consequences. Moreover, if you withdraw those funds before the age of 59 1/2, you may incur penalties in addition to tax liabilities.