Updated July 3, 2017
This Service Agreement is entered into by EF Hutton Investments LLC (“EF Hutton”), an SEC Registered Investment Adviser and “Client” (as defined below). Client is contracting with EF Hutton to participate in EF Hutton’s investment management wrap fee program (the “Service” as defined below).
This Service Agreement covers the automated investment services provided by EF Hutton. This Services Agreement applies to both the Basic Service and the Premium Service. However, the Service Agreement provisions are modified for Clients of the Premium Service and those modifications are described in Section 33. The Institutional and Family Wealth Advisory Agreement is not an automated service and is governed by a different investment advisory agreement that is available upon request sent to firstname.lastname@example.org.
Client and EF Hutton understand and agree that certain investment advisory services provided by EF Hutton are related to certain services provided by third-party providers, such as asset custody and transaction execution (as described below). Accordingly, Client and EF Hutton agree that the rights and protections granted to EF Hutton under this Service Agreement are bundled with all rights and protections granted to EF Hutton by Client which concern Client’s relationship with EF Hutton (“Bundled Rights”) and shall extend to this Service Agreement and govern aspects of Client’s relationship with EF Hutton. In the case of some Bundled Rights the text of this Service Agreement may contain its own similar terms and conditions and in the case of other Bundled Rights, the text of this Service Agreement does not contain its own similar terms and conditions. Whether the text of this Service Agreement contains similar terms or conditions to a Bundled Right, it shall not be interpreted to limit the inclusion and applicability of any Bundled Right to this Service Agreement.
If Client disagrees with any of the terms and conditions of this Service Agreement, Client must not submit an application (as it is defined below) to become a Client of EF Hutton and participate in the Service. EF Hutton reserves the right to decline any Application or to terminate any Account at any time and for any reason, in their sole discretion. Various features of the Service are offered or processed through third-party service providers, which may be an unaffiliated company, or an affiliate of EF Hutton. Unless otherwise noted, all authority granted to or limitations of liability of EF Hutton shall include its agents and representatives and any service provider, including EF Hutton Financial Corp. (its parent company). EF Hutton and its agents or its affiliates acting on behalf of EF Hutton under this Service Agreement are authorized to perform the services contemplated by this Service Agreement.
CLIENT MUST CAREFULLY READ, BE SURE TO UNDERSTAND, AND ACCEPT THE TERMS AND CONDITIONS OF THIS SERVICE AGREEMENT BEFORE CLICKING “APPLY” OR OTHER SIMILARLY WORDED ONLINE BUTTON OR ENTERING ELECTRONIC SIGNATURE ON AN APPLICATION. IF CLIENT HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS SERVICE AGREEMENT CLIENT WILL ADDRESS THEM WITH EF HUTTON BEFORE AGREEING TO IT. CLIENT UNDERSTANDS THAT CLICKING OR CHECKING “APPLY” OR TYPING CLIENT’S NAME IN THE ELECTRONIC SIGNATURE FIELD IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS SERVICE AGREEMENT AND CLIENT WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. CLIENT UNDERSTANDS THAT THIS SERVICE AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY EF HUTTON, WITH REVISED TERMS POSTED ON THE WEBSITE. CLIENT AGREES TO CHECK THE WEBSITE FOR UPDATES TO THIS SERVICE AGREEMENT. CLIENT UNDERSTANDS THAT BY CONTINUING TO PARTICIPATE IN THE SERVICE WITHOUT OBJECTING TO REVISED TERMS, CLIENT IS ACCEPTING THE TERMS OF THE REVISED SERVICE AGREEMENT AND WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.
2. DEFINITIONS. The terms set forth below have the following meanings as used in this Service Agreement:
Access Device. A computer, a personal electronic device (“PED”), television, telephone, or any other communications device, including any software Client uses on such device whether EF Hutton provides it to Client or otherwise, that enables Client to access and use the Service through any means, including the World Wide Web, the Internet, any wireless connection or any other computer or telephonic network.
Account. The account at EF Hutton that is established in Client’s name alone, in Client’s name together with others, or in which Client has beneficial interest if the Account is an IRA, the Assets belonging to which are managed through the Service.
Account Communications. All communications to Client from EF Hutton which relate to the Account, the Service, or, more generally, Client’s relationship with EF Hutton.
Account Holder. The natural person, corporation, partnership, trustee, custodian, or other entity in whose name the Account is opened. The singular of Account Holder where appropriate shall include the plural. For purposes of IRAs, Account Holder shall be the Custodian, as defined in the IRA Custodial Agreement, for the benefit of Client. For purposes of trusts, Account Holder shall not include the beneficiaries of the trusts.
Service Agreement. This Service Agreement, for Client to participate in the Service as offered by EF Hutton for the purpose of receiving investment advisory services provided by EF Hutton and other investment management services from outside parties which EF Hutton shall arrange to provide for Client, as it may be amended from time to time.
Allocation. Means the funds in Client’s account dedicated to their CIO. If Client has established more than one CIO, Allocation shall mean the overall composition of Products held in the Account.
Application. The application Client prepares and submits within the “Sign Up” section of the Website for the purpose of becoming a client of EF Hutton and opening an Account with EF Hutton, and as part of which Client consents to the terms and conditions of this Service Agreement. Application includes all information provided by Client to EF Hutton in connection with the opening or maintenance of the Account, and any later applications submitted by Client to EF Hutton for additional services or account features.
Assets. Assets include cash, stocks, bonds, mutual funds, exchange traded funds, money market funds, and other financial instruments and related contracts, whether certificated or uncertificated and whether for present or future delivery, and all rights and entitlements thereto. This definition includes the securities and other property and the proceeds thereof currently or in the future held, carried or maintained by EF Hutton or any of its affiliates, in the possession or control of EF Hutton, in the possession or control of any such affiliate, or in the possession or control of any such agent for any purpose, in and for any of Client’s current or future Accounts, including any Account in which Client has a beneficial interest
EF Hutton. EF Hutton Investments LLC, a Securities and Exchange Commission Registered Investment Advisor located at One Main Street, Springfield OH 45502. Also, EF Hutton’s officers, directors, employees, representatives, successors, assigns, and authorized agents. EF Hutton, its agents, service providers, or its affiliates acting on behalf of EF Hutton under the Service Agreement are authorized to perform the services contemplated by the Service Agreement. For purposes of this Service Agreement, references to affiliates of EF Hutton include their respective officers, directors, employees, representatives, agents, successors, and assigns.
EF Hutton Trading Hours. Time periods between 9:30 AM to 4:00 PM ET during Market Hours.
Business Day. Monday through Friday, excluding U.S. stock exchange holidays. Although EF Hutton may conduct business on bank holidays, bank holidays are not considered Business Days for purposes relating to ACH transactions.
Client. The individuals, corporations, or other entities who are the Account Holder or who own a legal or beneficial interest in an Account if the Account is an IRA. For avoidance of doubt, the beneficiary of a trust is not a Client.
Client Representative. If the Client is an entity, the trustee, agent, representative, or nominee of that entity.
Fiduciary. A person or entity authorized to give instructions with respect to an Account on behalf of beneficial owners of the Account, including a Uniform Gifts to Minors Act or Uniform Transfer to Minors Act custodian, a trustee, conservator, guardian, representative, administrator, executor, attorney-in-fact, or an investment adviser. A Fiduciary is bound by the provisions of this Service Agreement to the same extent as the beneficial owners of the Account.
FINRA. The Financial Industry Regulatory Authority, and any affiliated entities, the regulator of broker-dealers in the United States.
CIO or Client Investment Objective. An investment objective of the Account established by Client through and described in the Portal as a “investment objective”. Clients may establish one or more CIOs of the Account, subject to terms and limits described on the Website. If Client has not taken steps to identify any such objective, then the Account shall be treated as having one CIO that is either untitled or given a default title by EF Hutton.
CIO Allocation. Each Account shall have an independent CIO Allocation, as may be selected by the Client via the Portal.
Portal. The collection of tools, features, adjustments, inputs, and other controls within the Website which are provided to establish and manage the Account and access services provided through the Service.
Losses. Any and all loss, liability, cost, judgment, arbitration award, settlement, tax, penalty, action, damage, charge, expense, or fee (including attorneys’ fees and costs of collection) of any nature whatsoever, and claims therefore.
Market Hours. The open hours of the New York Stock Exchange, generally 9:30 AM to 4:00 PM Eastern Time on Business Days.
Password. Any means of personal identification (including any codes or biometrics) associated with Client’s User ID that EF Hutton may require for access to the Account (or certain Account features) or services provided through the Service, Website, and/or Portal.
Products. The investment products offered as part of the Service. Products may, but not necessarily, include any of the following: exchange traded funds, mutual funds, other similar equity related index funds, stocks, bonds, money market funds, U.S. treasury funds, cash sweep accounts, and other liquid cash and cash-like vehicles.
Service. The investment advisory services provided by EF Hutton, as described below in Section 10 and Section 32. Also the research reports, rights, benefits, promotion, and other services that EF Hutton may offer and other financial services from outside parties, which EF Hutton shall arrange to provide for Client, which may include rights to execute stock trades without paying a commission and certain limitations may apply to such services which limitations will be described in the Website.
Specialized Portfolios. Bespoke portfolios that are constructed to achieve specific investment purposes such as benefiting from a viewpoint on the outcome of a specific macro event. These portfolios are available only to Clients of the Premium Service.
User ID. The code that uniquely identifies Client for purposes of the Service.
Website. World Wide Web sites and mobile applications operated by EF Hutton; including www.efhutton.com, through which the Service is administered and, among other things, the Account is established, accessed, and managed by the Client, and Account related information is made available. The Portal is part of the Website.
3. Terms and Conditions. This Service Agreement sets forth the terms and conditions governing the Service, including the relationship of EF Hutton and Client concerning certain Assets and transactions that are maintained in the Account which is managed under the Service via the Website and described in detail herein. The provisions in this Service Agreement are in addition to any other agreements Client has entered into with EF Hutton to establish advisory services and investment accounts.
4. True and Accurate Information; Ownership. Information Client has provided on the Application is incorporated into this Service Agreement. Client affirms that such information is current, accurate, truthful, and complete. Unless otherwise required by this Service Agreement, Client agrees to promptly notify EF Hutton via the Portal of any change to the information, but in any event within thirty days of such change. Client agrees to indemnify and hold EF Hutton and its affiliates harmless from and against any and all Losses arising out of or relating to Client’s failure to provide true and accurate information on the Application or to update such information as required. Client further represents that no one else has an interest in the Account except Client and any other person that Client has previously disclosed to EF Hutton through the Application, Portal, or some other form.
5. Service Not Available Outside the United States or to Non-Resident Aliens. EF Hutton makes no representation or warranty regarding its compliance with local laws in foreign jurisdictions, or regarding the appropriateness of the Website’s content or its compliance with such local laws. The products and services provided under the Service by EF Hutton, and the Website are not being offered to, and are generally not available to, anyone located outside the 50 U.S. states, including U.S. citizens residing or working abroad. EF Hutton does not offer the Service to nonresident aliens who require a Form W-8 for tax withholding. Client understands that the Website is the only means of accessing the services provided through the Service, accessing the Account, and providing certain information and preferences regarding the Account. Client’s inability to access the Website in certain foreign countries could result in Client’s inability to access the services provided through the Service, the Account. Client agrees to indemnify and hold EF Hutton and its affiliates harmless from and against any and all Losses arising out of, relating to, or incurred as a result of the unavailability of the Website from foreign countries.
6. Means of Communication. Client agrees that the primary method of EF Hutton’s communication with Client will be by posting information on servers accessible from the Website and, to the extent required by law, sending Client a notice that directs Client to the Website from which the information can be read and printed. Client understands that EF Hutton reserves the right, however, to post Account Communications on the Website without providing notice to Client, send Account Communications to Client’s postal or electronic mail address of record or to another Access Device Client has registered with EF Hutton. Client agrees to check the Portal regularly as Client may have no other means of knowing that information and Account Communications have been delivered to Client. Client agrees that all Account Communications provided to Client in any of the ways described above will be deemed to have been good and effective delivery to Client when sent or posted by EF Hutton regardless of whether Client actually or timely receives or accesses the Account Communication.
7. Joint Account. Client may open a joint account by following the prompts on the Website, which may include additional terms that are hereby incorporated into this Agreement. By completing the joint account application process, both signatories become Account Holders and are subject to, among other things, the “Multiple Account Holders” section below. EF Hutton only offers one type of joint account /joint tenants with rights of survivorship. For joint tenants with rights of survivorship, on the death of an account owner the entire Interest in the account generally goes to the surviving account owner, on the same terms and conditions. Client is responsible for verifying that this joint registration is valid in Client’s state. Laws may vary by state, and this type of ownership may not be available in Client’s state. Client shall consult with Client’s tax professional or state laws to learn more about joint accounts and the rights associated with such accounts. Client agrees and understands that EF Hutton will not help Client determine if this type of account is appropriate for Client’s particular situation. Client shall not create a joint account with EF Hutton if Client’s state does not permit or recognize joint-tenants with rights of survivorship. The EF Hutton individual account holder who initiates the joint account application Process via the Website and first executes this agreement electronically will be the Primary Account Holder. EF Hutton will send year-end tax forms to the Primary Account Holder only.
8. Multiple Account Holders. If there is more than one Account Holder, each Account Holder agrees to be jointly and severally liable for all obligations arising under this Service Agreement or otherwise relating to the Account or participation in the Service, including responsibility for information provided through the Portal or using any User ID and Password associated with the Account. Each Account Holder has full authority, acting individually and without notice to any other Account Holder, to deal with EF Hutton as fully and completely as if such Account Holder were the sole Account Holder. Each Account Holder authorizes EF Hutton to follow the instructions of any one Account Holder concerning any matter pertaining to the Account. This includes delivery of property in the Account to any third party or disbursement of any or all monies in the Account. If one Account Holder is not an owner of the Linked Checking Account (defined in Section 18, below), the Account Holder(s) that own(s) the Linked Checking Account represents and warrants that each Account Holder has the legal authority to make deposits to and withdrawals from the Linked Checking Account to and from the Account. All Account Holders shall hold EF Hutton harmless from and against any Losses arising out of or relating to any deposit to or withdrawal from the Linked Checking Account to and from the Account by any Account Holder. EF Hutton is not responsible for determining the purpose or propriety of any instruction received from any Account Holder as against any other Account Holder, or of any disposition of payments or deliveries of securities or other property between or among Account Holders. At its sole discretion, EF Hutton reserves the right to require written instructions from one or all Account Holders. If EF Hutton receives instructions from any Account Holder that, in EF Hutton’s opinion, conflict with instructions received from any other Account Holder, EF Hutton may comply with any of these instructions or advise each Account Holder of the apparent conflict and take no action as to any of these instructions until it actually receives and has a reasonable amount of time to act on satisfactory instructions from any or all of the Account Holders.
In the event of a dispute between or among Account Holders of which EF Hutton has notice, EF Hutton reserves the right, but is not obligated, to place restrictions on participation in the Service. Restrictions are at EF Hutton’s sole discretion and may not always be considered reasonable. . EF Hutton also may, at the expense of the Account Holders, commence or defend any legal action or proceeding for or in the nature of intermediary or interested party to have the dispute resolved judicially. If a suit or proceeding for or in the nature of interpleader is brought by or against it, EF Hutton may deliver the Account into the registry of the court, at which time EF Hutton will be deemed to be and will be released and discharged from all further obligations and responsibilities under this Service Agreement. Each Account Holder agrees that, on the death or disability of an Account Holder, divorce of married Account Holders, or other event that causes a change in ownership or capacity with respect to the Account, the remaining Account Holder(s) will immediately give EF Hutton official written notice of such change of ownership or capacity. EF Hutton will not be responsible for any transfers, payments or other transactions in the Account made at the direction of a former Account Holder or incapacitated Account Holder before EF Hutton actually received and had a reasonable amount of time to act on such official written notice. Following receipt of such official written notice, EF Hutton may require additional documents and reserves the right to retain such Assets in and/or restrict transactions in the Account as it deems advisable in its sole discretion to protect itself against any Losses. Any former Account Holder and the estate of any deceased or incapacitated Account Holder will remain jointly and severally liable for any losses in the Account arising out of or relating to transactions initiated before EF Hutton actually received and had a reasonable amount of time to act on such official written notice. EF Hutton will not notify other Account Holders of the actions taken by any one Account Holder. Each Account Holder agrees that notice provided to any one Account Holder will be deemed to be notice to all Account Holders for all purposes. Joint accounts are made available at the sole discretion of EF Hutton. Joint accounts are not available for IRA accounts.
9. Fiduciary Accounts. EF Hutton does not review any action or inaction of a Fiduciary with respect to an Account and is not responsible for determining whether a Fiduciary’s action or inaction satisfies the standard of care applicable to such Fiduciary’s handling of an Account. EF Hutton is not responsible for determining the validity of a person or entity’s status or capacity to serve as a Fiduciary. At its sole discretion, EF Hutton may require additional documentation before permitting a Fiduciary on an existing Account or when opening a new Account. The Fiduciary agrees to indemnify and hold EF Hutton and its affiliates harmless from and against any Losses arising out of or relating to any act, error, or omission of the Fiduciary.
A custodian of a Uniform Transfers to Minors Act or Universal Gifts to Minors Act Account is responsible for all activity in the Account. Activity resulting from any instructions received from the minor, including placing or attempting to place orders, using or attempting to use a custodian’s Password to the Account or taking delivery or attempting to take delivery of Assets of the Account, and all related services, will be deemed to be the actions of the custodian. As the person responsible for the Account, the custodian will be held liable for any consequences of such activity, including any losses incurred by EF Hutton. The custodian and minor agree to indemnify and hold EF Hutton and its affiliates harmless from and against any losses arising out of or relating to any act, error, or omission of the custodian or minor.
10. The Service; Scope of Services.
Service. Services other than Interactive Website Consultations. In applying for and using the Service, Client is engaging EF Hutton to provide discretionary investment advisory services with respect to the Account. EF Hutton will provide the scope of services described herein on the terms and conditions described herein. EF Hutton hereby accepts such engagement. EF Hutton offers investment advice over the internet through the Website and Portal. EF Hutton’s service differs from many other investment advisory firms. Client must be willing to receive investment advice over the internet in order to use EF Hutton’s services. EF Hutton provides customer support over the telephone and internet for the purposes of technical support, but such support is educational in nature only. EF Hutton provides investment objective-based investment advice. Client identifies financial objectives via the Website and EF Hutton then provides investment advice specific to each objective and client-provided profile via the various features offered to Client through the Portal, some of which are optional. EF Hutton’s advice for each of Client’s objectives is based on EF Hutton’s investment methodology regarding objective-targets for asset allocation strategies and certain information and preferences requested by EF Hutton and provided by Client, including the Allocation, which will serve as the account policy resolution (the “APR”). The APR may be modified as EF Hutton adjusts its investment methodology and Client updates Client’s information and preferences via the Portal. More information about EF Hutton’s investment advice and methodologies is available on the Website.
EF Hutton’s investment advice is based solely on information Client provides via the Portal in response to the requests EF Hutton makes solely via the Portal. EF Hutton relies on information provided by Client and cannot be held responsible for any recommendations based on inaccurate or incomplete information. Inaccurate or incomplete information includes, but is not limited to, information that was once accurate or complete but becomes inaccurate or incomplete due to changes in Client’s circumstances. Client acknowledges that if Client provides false, inaccurate, or incomplete information to EF Hutton, or fails to update previously provided information that is no longer accurate or complete based on changes in Client’s circumstances, the investment advice EF Hutton provides may not match Client’s investment needs.
In order for EF Hutton to learn more about Client’s financial circumstances, EF Hutton may provide financial account aggregation services via the Portal (“Aggregation Services”). As part of the Aggregation Services, EF Hutton, acting as your authorized agent, will retrieve certain financial information from institutions you designate using certain third-party services that aggregate and sync accounts such as By-All-Accounts (“Synced Accounts”). Use of the Aggregation Services is completely voluntary and at Client’s option. Client understands and agrees that EF Hutton’s recommendations and other services will not be based on Synced Accounts except as specifically disclosed in the Portal. EF Hutton is not responsible for and cannot guarantee the accuracy of information about Client that EF Hutton receives from the Synced Accounts. EF Hutton may not be able to foresee or anticipate technical or other difficulties that may result in failure to obtain data from your voluntary use of the Aggregation Services. Client further understands that EF Hutton will typically not attempt to refresh the data from the Synced Accounts more than once a day, but may do so less often for a variety of reasons, including connectivity issues and access restrictions imposed by other parties. EF Hutton assumes no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, loss of user data, communications or personalization settings. Client shall confirm the accuracy of Synced Account data through sources independent of EF Hutton.
Client understands that Products available for inclusion in the Service and the Account are determined by EF Hutton in its sole discretion, and EF Hutton may change the Products available for inclusion in the Service and the Account from time to time without notice to or consent from Client. Client appoints EF Hutton to manage the Account on a discretionary basis and act as Client’s attorney-in-fact with limited power and authority for Client and on Client’s behalf to buy, sell, and otherwise effect investment transactions in the name of the Account in accordance with the APR. EF Hutton shall manage the Account by issuing trading instructions to the Custodian and possibly other third-parties to cause the Account to purchase and sell Products pursuant to the APR. EF Hutton will manage the investments in the Account based on the APR and is responsible for placing orders for execution of securities in the Account; Client will not be able to place trades in the Account. The Products and the proportions in which they are held in Client’s Account may be rebalanced in EF Hutton’s discretion to resemble the information and preferences specified by Client in the Portal or in the event of any changes to the APR, including but not limited to any changes in the Products selected by EF Hutton. Client understands and agrees that such transactions may affect the market value of the Account, and may also have tax consequences. EF Hutton will place orders for execution of securities in the Account in accordance with the investment and trading discretion granted under the terms of this Agreement. Client will receive the price at which such orders are executed in the marketplace. Instability in financial markets may expose Client to greater market, liquidity, and execution risk, including extreme bid-ask spreads, acute price dislocation, and incomplete execution. EF Hutton reserves the right, at any time and without notice, to delay or manage trading in response to market instability.
Client understands and agrees that the Account’s composition and performance may be different for a variety of reasons from those of the APR. These differences can arise each time the APR is adjusted or Allocation rebalanced, including, but not limited to, the following instances: (a) when the Account is established and the initial Product(s) are purchased; (b) when Client contributes additional capital to Client’s account; (c) when Client revises the information and preferences Client provides to EF Hutton; (d) when the Fee (as defined below) is charged and paid; (e) when the market value of the Products fluctuates; (f) when dividends from the Products, if any, are reinvested; (g) hardware or software malfunction, failure, or unavailability; and/or (h) when EF Hutton adjusts its investment methodology or the mix of Products offered. Client agrees that EF Hutton and affiliates of EF Hutton or other third-party partners shall not be held responsible for any amounts by which the Account’s composition varies from the APR.
Notwithstanding other provisions of this Service Agreement, Client may request EF Hutton allocate assets in the Account as determined by Client and other than as determined by EF Hutton. EF Hutton may accept or reject such requests in its sole discretion.
(B) Interactive Website Consultations. EF Hutton will, from time to time, provide selected Clients the opportunity to schedule a webchat consultation with a financial consultant who will provide general financial information, including advice relating to debt, such as student loans and credit card debt, mortgages, savings, and retirement (including pensions and social security) and general tax-related information that does not constitute legal advice, tax advice or advice requiring licensure such as a Certified Public Accountant (collectively, “Interactive Website Consultations”). Any such financial information may be based on information provided by Client to the financial consultant and the financial consultant will not be required to independently verify any such information. EF Hutton shall rely on such information and cannot be held responsible for any recommendations based on inaccurate or incomplete information. Client acknowledges that if Client provides false, inaccurate, or incomplete information to EF Hutton, the financial planning advice that EF Hutton provides through the financial consultant may not match Client’s needs. Client is under no obligation to accept or follow any recommendations made by a financial consultant as part of the Interactive Website Consultations and neither EF Hutton nor the financial consultant will have any discretion over your assets or accounts with respect to such recommendations. Client acknowledges that agrees that the Interactive Website Consultations will not include the implementation of any advice or recommendations (such as the placing or execution of securities transactions) and Client will have the sole authority to implement any recommendations. A Client who has an Account and receives Interactive Website Consultations will continue to receive the services EF Hutton provides through the Service as described herein. Client acknowledges that the financial consultant who provides Interactive Website Consultations to Client is not an attorney or accountant, and no advice given to Client via the Interactive Website Consultations should be interpreted as legal or tax advice.
11. Account Minimums, Fees and Other Charges. Certain account fees are based on minimum balance requirements. The account requirements are described in the Form Brochure, the Wrap Brochure and the Website. Fees are set out in the Firm Brochure, Wrap Brochure and on the Website. Fees are subject to change from time to time with at least sixty (60) days notice to Client.
12. Dollar-Based Transactions and Fractional Shares. Client understands that, subject to applicable requirements, EF Hutton may report holdings and transactions in Client’s Account in terms of either U.S. Dollars or shares. Accordingly, Client may hold fractional share interests in securities. Client understands that fractional share amounts are typically unrecognized and illiquid outside the EF Hutton platform and that fractional shares might not be marketable outside the EF Hutton platform or transferrable to another investment or brokerage account.
13. Execution, Clearing, and Custody. EF Hutton shall maintain the Account and custody of the Assets shall be held at a third-party registered custodian appointed by EF Hutton in its sole discretion, and perform functions such as executing transactions and crediting of interest and dividends. Transactions shall be cleared by an institution that EF Hutton s determines at its discretion. The Client shall retain ownership of all cash, securities, and other instruments in the Account.
14. Order Handling. EF Hutton may, but is not required to, aggregate orders for the sale or purchase of securities for the Account with orders for the same security for other EF Hutton customers, including its employees and their related persons, and for EF Hutton’s own account. In such cases, each Account will be charged or credited with the average price per unit.
15. Client’s Responsibilities. Client recognizes that the value and usefulness of the advisory services provided by EF Hutton will be dependent upon Client’s active participation in the formulation and direction of the Account’s investment allocations, which requires, among other things, Client to provide true and accurate information to EF Hutton. Client further accepts full responsibility for all investment decisions Client makes in contravention of the investment advice EF Hutton provides to Client via the Website or in connection with Interactive Website Consultations and agrees to hold EF Hutton harmless therefrom.
(A) Service. Services other than Interactive Website Consultation Services. Client will be charged a single wrap fee (“Fee”) for all services. The Fee Schedule is attached hereto within the Firm Brochure. Client understands and agrees that EF Hutton may change the Fee or amend the Fee Schedule at any time by giving 30 days’ prior written notice. Following the notice period, the new Fee will become effective unless Client has terminated this Service Agreement per Section 24. Client understands and agrees that EF Hutton and its affiliates, and their representatives, consultants, or other agents in connection with the performance of their respective services, shall be entitled to and may share in the Fee or revenues derived from the Service. Regardless, EF Hutton may charge Client and deduct from the Account fees for certain special requests and irregular services including, but not limited to, delivery of documents in paper form, and physical delivery of securities or transfers in-kind of securities to another investment or securities firm. Client also agrees to pay all applicable federal, state, and local taxes. Client authorizes EF Hutton to deduct charges directly from the Account. Client understands and agrees that transactions related to the funding of current charges will be conducted in accordance with Section 17 herein. Payment of the Fee will be reflected on Client’s periodic statements. It is Client’s responsibility to verify the accuracy of Fee calculations. Fees will be due upon the end of the calendar month. Fees will also be due: (a) on any day Client requests withdrawal of amounts equal to or greater than 98% of the market value of the Account at that time minus the amount of fees due; and (b) on the day this Service Agreement is terminated. Upon such an occurrence, EF Hutton will liquidate all holdings of the Account, deduct fees due from the Account, and disburse the remaining proceeds from liquidation. The only other fees Client will incur are the fees embedded in the Products purchased on Client’s behalf. EF Hutton does not earn or receive such fees.
17. Payments. Upon dates that Fees are due, EF Hutton may order the sale of Products held in the Account in EF Hutton’s discretion in amounts necessary to fund current charges. EF Hutton may do the same for fees for special requests and certain irregular services. Any incidental excess proceeds which result from a Fee-related sale will be applied as soon as is practical to purchase additional shares of Products in amounts of Products which will cause, as determined by EF Hutton, the Account to equal, or approximate as closely as possible, the Allocation.
18. Future Services. EF Hutton will notify Client when new services are available, such as the capability to link bank accounts and other accounts with their EF Hutton investment account.
19. Deposits, Withdrawals, and Allocation Changes. At any time Client may enter instructions with EF Hutton to make cash deposits to the Account from the Linked Checking Account or withdrawals from the Account to the Linked Checking Account by taking appropriate action within the Portal. Client understands and agrees that the deposit and withdrawal of funds to or from the Account may be conducted in cash via Automatic Clearing House (“ACH”) transaction from or to the Linked Checking Account.
Client understands and agrees that ACH transactions are subject to processing delays which may last up to five Business Days or longer and funds transferred may not be credited to the Account or otherwise available to Client during processing. EF Hutton, in its sole discretion, may impose a longer waiting period during which funds may not be available for trading or withdrawal. EF Hutton may, in their sole discretion, permit the transfer of funds into or out of the Account in other forms or via alternative means. EF Hutton reserves the right, in their sole discretion and without advanced noticed, to refuse certain types of additions of funds to the Account. EF Hutton reserves the right to require that Client make requests for withdrawals from the Account in writing. Client may alternatively request transfer of Assets to a different account EF Hutton or to a third-party broker-dealer by submitting request to EF Hutton in a form determined by EF Hutton. Certain Assets held in the Account may not be accepted by a third-party investment company or broker-dealer. EF Hutton may determine to cancel this Service Agreement as a result of a request to transfer Assets to a broker-dealer. Subject to the terms of Section 17 herein, Client may enter instructions with EF Hutton to withdraw an amount up to the current market value of the Account at any time, not including fees that are due. When client makes a withdrawal request, EF Hutton and its bank service provider may act on Client’s behalf to initiate the ACH disbursement. EF Hutton will transmit payment instructions to the applicable bank. It is Client’s responsibility to ensure that instructions are accurate before requesting that EF Hutton initiate an ACH disbursement. EF Hutton may in its discretion attempt to abide by a subsequent request for a change to instructions, but it is not obligated to do so. Client agrees to indemnify and hold EF Hutton, and their affiliates harmless from any Losses arising out of or relating to an attempt to amend or cancel an ACH transfer request.
Client understands that any erroneous, mismatched, or incomplete identifying information on an incoming ACH transfer may result in such ACH transfer being rejected, lost, posted to an incorrect account, or returned to the originating bank without notice to Client and Client agrees to indemnify and hold EF Hutton, and their affiliates harmless from any Losses arising out of or relating to any erroneous, mismatched, or incomplete identifying information on an incoming ACH transfer. Client understands that EF Hutton generally does not place orders for the execution of transactions in the Account outside of EF Hutton Trading Hours and any orders initiated in response to asset allocation changes or client deposits or withdrawals received outside of EF Hutton Trading Hours will not be placed before 10:00 AM on the next Business Day. Client further understands that orders initiated thirty (30) minutes or less before the end of a given day’s Market Hours generally will not transact until the next Business Day. Trades that are triggered by multiple client actions in a single day (e. g., multiple portfolio allocation changes in different objectives), generally will not be placed until the next day’s EF Hutton Trading Hours. Client understands and agrees that EF Hutton shall not be held responsible for any Losses or other consequences which result from EF Hutton’s timing of or other determinations for placing order.
20. Proxies. Client delegates to EF Hutton the authority to receive and vote all proxies and related materials for any security held in the Account. EF Hutton accordingly will vote on matters requiring a proxy vote for the securities held in the Account and will do so in a way that is reasonably expected to ensure that proxy matters are conducted in the best interest of clients. Client also delegates to EF Hutton the authority to vote on other corporate actions, like tender offers, which do not require a proxy or are not solicited via proxy. Client may change or cancel this instruction at any time by giving EF Hutton prior written notice. Clients may request information regarding how EF Hutton voted a client’s proxies, and clients may request a copy of the EF Hutton’s proxy policies and procedures by emailing email@example.com.
22. Website Access. Client understands that EF Hutton cannot guarantee that access to the Website and Account management via the Portal will be available all the time. EF Hutton reserves the right to suspend access to the Service without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the Website, and hence, the Account, may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, any kind of interruption of the services provided by EF Hutton or communication interruption, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. Client agrees that EF Hutton will not be liable to Client for any Losses incurred by Client (including, but not limited to, lost profits, trading losses, and similar damages) resulting from such access limitations or unavailability.
24. Term. Client may terminate this Service Agreement without penalty within five Business Days of Client’s electronic consent. This Service Agreement may be terminated at any time by either party for any reason upon written notice to the other party in accordance with this Section 24. Termination by Client is effective upon receipt by EF Hutton of Client’s written electronic notice of intent to terminate and payment of outstanding charges as described in Section 17. For the purposes of this Section 24, “Client’s written electronic notice of intent to terminate” shall mean Client’s election to close Client’s Account with EF Hutton as such action is provided within the Portal. Termination by EF Hutton is effective on the date of written electronic notice to the Client, unless a later date is stated in the notice. The Client shall be responsible for any transactions initiated prior to termination. The terms and conditions of this Service Agreement will survive termination of the Account and will continue to apply to any disputed or other remaining matters involving Client’s relationship with EF Hutton. After the termination of the Account, Client will remain liable to EF Hutton under this Service Agreement. If Client should re-open the Account at a date subsequent to terminating the Account and Service Agreement, Client agrees to be bound by the Service Agreement in effect at the time Client re-opens the Account. Upon termination, EF Hutton is expressly authorized by Client to redeem or otherwise liquidate any shares of Products held in the Account and disburse proceeds to Client. Such redemption or liquidation may affect the asset allocation and/or market value of the Account, and may also have tax consequences.
25. Security. When Client accesses the Website using an up-to-date version of third-party web browser (such as Microsoft Internet Explorer, Firefox, Chrome, or Safari) that is compatible with industry standard encryption, EF Hutton’s security systems automatically protect Client’s communications through server authentication and data encryption. Access requires password protection to log onto the Portal.
26. Website Analytic Services. Client understands that analytical tools provided within the Portal are not a guarantee of performance and EF Hutton does not guaranty or make any warranty of any kind, express or implied, regarding the projections or recommendations generated by the investment tools. Client agrees that EF Hutton is not liable for any Losses (including lost opportunity or profits) arising out of or relating to discrepancies between projections and suggestions and actual performance.
27. Limitation. Client understands and agrees that Client is responsible for all Losses arising from or related to the Account. Except for negligence or malfeasance or violation of applicable law, Client agrees that EF Hutton and their respective officers and employees shall not be liable hereunder for any action performed or omitted to be performed or for any errors of judgment in managing the Account or providing Interactive Website Consultations. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Client may have under federal or state securities laws. In addition, it is possible that Client or EF Hutton itself may experience computer equipment failure, loss of internet access, viruses, or other events that may impair access to EF Hutton’s software-based financial advisory service. EF Hutton and its representatives are not responsible to any Client for losses unless caused by EF Hutton breaching its fiduciary duty.
28. General and Miscellaneous Provisions and Disclosures.
a. Client represents and confirms that Client has full power and authority to execute, deliver, enter into, and perform Client’s obligations under this Service Agreement. Client represents that Service Agreement has been duly authorized, executed, and delivered by Client and is the legal, valid, and binding agreement of Client, enforceable against Client in accordance with its terms, and that the terms of this Service Agreement do not violate any obligation by which the Client is bound, whether arising by contract, operation of law, or otherwise.
b. If this Service Agreement is being executed on behalf of a corporation, trust, government, partnership, or other business or legal entity, Client further represents that neither Client nor Client’s Advisory Account is subject to the Investment Company Act of 1940 and that the governing documents for such entity authorize and permit the provision of investment advisory services through an advisory account in accordance with the terms of this Service Agreement.
c. If Client is a corporation, trust, government, partnership, or other business or legal entity, the Client Representative executing this agreement on behalf of Client represents and confirms that the Client Representative has the requisite legal capacity, authority, and power to execute, deliver, and perform such execution and the obligations under this Service Agreement as applicable. If Client is a corporation or partnership, the individual signing this Service Agreement represents that the individual has been authorized to execute this Service Agreement by appropriate corporate or partnership action. Client agrees to indemnify, defend, and hold, EF Hutton, and their affiliates harmless from any Losses arising out of or relating to claims against EF Hutton arising out of Client’s failure – whether it be intentional or unintentional – to abide by Client’s representations in this paragraph.
d. If the Client is an entity, and if Client Representative is entering into this Service Agreement, Client and Client Representative understand and agree that the representations, warranties, and agreements made herein are made by Client both: (1) with respect to Client; and (2) with respect to the Client Representative.
e. If the account is opened in the name of a trust, this Service Agreement incorporates the terms of the separate “Certification of Trust” document included below.
f. Client shall advise EF Hutton immediately of any event that might affect this authority or the binding effect of this Service Agreement.
g. The products available through the Service are investment products and as such: (i) are not insured by the Federal Deposit Insurance Corporation (“FDIC”); (ii) carry no bank or government guarantees, and are not a deposit or other obligation of, or guaranteed by, a bank; and (iii) have associated risks. Client understands that investments in securities are subject to investment risks, including possible loss of the principal amount invested.
h. Client understands and agrees that EF Hutton offers no guarantees of investment performance based on the predictions and suggestions of the investment tools or other advice provided through the Service. In deciding to engage EF Hutton and open the Account, Client represents that Client has determined that the Service is appropriate for Client, taking into account all factors that Client believes are relevant, including but not limited to the terms and conditions of the Service, Client’s interest in having EF Hutton make investment decisions for Client, Client’s anticipated need for investment advice, the costs and potential benefits of the Service as compared to other types of advisory account programs, such as nondiscretionary account programs, and the costs and potential benefits of this Service as compared to traditional investment services, such as a commission-based brokerage account, trading activity, and Client’s level of investment experience. Client represents that Client is aware of and is willing to assume risks involved with investing in the Assets pursuant to the Service.
i. To the extent not inconsistent with Federal law, this Service Agreement shall be governed by and construed in accordance with the laws of New York, and in compliance with the Investment Advisers Act of 1940. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of rights which Client may have under federal and state securities laws.
j. If any section, paragraph, or provision of this Service Agreement is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not negate the validity of the remaining sections, paragraphs, and provisions of this Service Agreement.
k. Except as specifically permitted in this Service Agreement, no provision of the Service Agreement can be, nor will it be deemed to be, waived, altered, modified, or amended unless agreed to in writing signed by an authorized officer of EF Hutton.
l. EF Hutton may amend this Service Agreement by modifying or rescinding any of its existing provisions or by adding new provisions. Any such amendment shall be effective as of the time EF Hutton has notified Client in writing of any change or such later date as EF Hutton may establish. EF Hutton reserves the right, but does not intend to follow it as a matter of course, to notify Client of modifications to the Service Agreement by mailing or e-mailing a written notice or new Service Agreement to Client. Client understands that the normal method of notifying Client of modifications to the Service Agreement will be to post the information on the Website. Client understands that by not closing and/or continuing to use the Account, Client confirms Client’s agreement to abide by the Service Agreement, as amended from time to time. Client also agrees that EF Hutton may change the Service at any time and that it is not obligated to provide Client with notice of such a change.
m. In addition to the terms in this Agreement, when using products, services or features on the Website and Portal, Client shall be subject to any additional posted guidelines, disclosures, methodology documents, or requirements applicable to such product, service or feature, which may be posted and modified from time to time. All such additional terms are hereby incorporated by reference into this Agreement.
n. EF Hutton’s failure to insist on strict compliance with this Service Agreement or any other course of conduct on EF Hutton’s part will not be deemed a waiver of EF Hutton’s or EF Hutton Investments, Inc. rights under this Service Agreement.
o. The parties hereby acknowledge and agree that this Services Agreement alone, together the other documents agreed to and delivered in connection with becoming and continuing to be a Client, constitutes the final understanding between the parties with respect to all matters contained herein. The parties further acknowledge and agree that, with the exception of the above referenced agreements, there are no prior or coexisting agreements different or distinct from those contained herein, and all such prior and coexisting agreements, if any, are merged herein. This Service Agreement, all other written agreements and terms contained on statements and confirmations contain the entire understanding between EF Hutton and Client. This Service Agreement supersedes any previous agreements that Client has made with EF Hutton individually with regard to the Account, and if the Account is held jointly, it supersedes any previous agreements made by the same parties to this Service Agreement, to the extent that the subject matter is covered by this Service Agreement. EF Hutton may not assign its rights and duties under this Service Agreement to any of its successors, subsidiaries, affiliates, or any other entity without obtaining Client’s consent. Client will be deemed to have consented to EF Hutton assigning its rights and duties under this Service Agreement if after receiving adequate written electronic notice of a proposed assignment Client does not serve notice of objection to EF Hutton. Client may not assign the rights and obligations under this Service Agreement without first obtaining the prior written consent of EF Hutton. Any purported assignment in violation of this Service Agreement will be void.
p. This Service Agreement will pass to the benefit of EF Hutton and its successors, assigns, and agents. In addition, Client hereby agrees that this Service Agreement and all the terms hereof, will be binding on Client’s heirs, executors, administrators, personal representatives, and any assigns permitted by EF Hutton.
q. EF Hutton will not provide accounting or legal advice. EF Hutton will not be responsible for the acts, omissions, or insolvency of any other agent, broker, or the independent contractor selected to take any action or to negotiate or consummate any transaction for the Account.
r. Client understands that this Service Agreement will be deemed to have been made in the State of Ohio and will be construed, and the rights and liabilities of the parties determined, in accordance with the internal laws of the State of Ohio.
s. The heading of each provision of this Service Agreement is for descriptive purposes only and will not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.
t. Client’s intentional action in electronically signing the Application is valid evidence of consent to be legally bound by this Service Agreement and by other documentation submitted in the Application process or governing Client’s relationship with EF Hutton. The use of an electronic version of Service documents fully satisfies any requirement that they be provided to Client in writing. Client acknowledges that Client may access and retain a record of the documents that Client electronically signs through the Portal. Client is solely responsible for reviewing and understanding all of the terms and conditions of these documents. Client accepts as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including, the posting of modifications to this Service Agreement on the Portal. Client acknowledges and agrees that EF Hutton may modify the Service Agreement from time to time and Client agrees to consult the Portal from time to time for the most up-to-date Service Agreement. The electronically stored copy of this Service Agreement is considered to be the true, complete, valid, authentic, and enforceable record of the Service Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. Client agrees to not contest the admissibility or enforceability of EF Hutton’s electronically stored copy of the Service Agreement in any proceeding arising out of the terms and conditions of the Service Agreement. If more than one individual has electronically signed this Service Agreement as a Client, the obligations under this Service Agreement will be joint and several and identical to the obligations of joint Account Holders that have signed a paper Service Agreement.
u. Client understands and agrees that EF Hutton may in its discretion, but is not obligated to, monitor or record any of Client’s interactive website conversations with EF Hutton for quality control and regulatory compliance purposes and for its own protection. EF Hutton may also monitor and make a record of Client’s use of Services and any other communications between EF Hutton and Client and may use the resulting information for internal purposes or as may be required by applicable law. Unless otherwise agreed in writing, EF Hutton does not consent to the recording of telephone conversations by any third-party or Client. Client acknowledges and understands that not all telephone lines or calls are recorded by EF Hutton and EF Hutton does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.
29. Electronic Delivery of Documents. Client acknowledges receipt and acceptance of the “Consent to Electronic Delivery of Documents from EF Hutton” which is attached hereto. All written notices to any party under this Service Agreement shall be sent to such party in electronic form either through applicable means of the Portal or through designated email addresses, or such other address as such party may designate in writing to the other. Notwithstanding the above, EF Hutton may occasionally require certain communications from the Client to be sent in non-electronic form.
30. Electronic Funds Transfer. Client acknowledges receipt and acceptance of to the “Electronic Funds Transfer Rights and Error Resolution” which is attached hereto.
31. Arbitration Agreement and Disclosure
a. Required Arbitration Disclosures. This Service Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement, the parties agree as follows: i. all parties to this Service 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; ii. arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited; iii. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings; iv. 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; v. the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry; vi. 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; vii. the rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
b. Client agrees to resolve by binding arbitration any controversy that may arise between EF Hutton or its affiliates and Client relating in any way to this Service Agreement, Client’s relationship with EF Hutton or its affiliates, any account held with any affiliate of EF Hutton, or any service provided by EF Hutton or any of its affiliates to Client. This arbitration agreement includes any controversy involving transactions of any kind made on my behalf or through EF Hutton or any of its affiliates, or the performance, construction, or breach of this Service Agreement or any other written agreement between EF Hutton and Client.
c. Such arbitration shall be conducted before FINRA, or and in accordance with the arbitration rules and regulations then in effect at FINRA. Any party may initiate arbitration by filing a written claim with FINRA. If arbitration before FINRA is unavailable or impossible for any reason, then such arbitration will be conducted under the auspices of the American Arbitration Association (“AAA”), pursuant to its Arbitration Rules and Procedures. The arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the Securities business. The parties agree that the arbitration shall apply the substantive law of New York to all state law claims, that limited discovery shall be conducted in accordance with AAA’s 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 AAA’s 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 explanations of the reasons for the award. The parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law.
d. Federal and state statutes of limitation, repose, and/or other rules, laws, or regulations impose time limits for bringing claims in federal and state court actions and proceedings. The parties agree that all federal or state statutes of limitation, repose, and/or other rules, laws, or regulations imposing time limits that would apply in federal or state court, apply to any dispute, claim or controversy brought under this Agreement, and such time limits are hereby incorporated by reference. Therefore, to the extent that a dispute, claim, or controversy arises under this Agreement and would be barred by a statute of limitation, repose or other time limit, if brought in a federal or state court action or proceeding, the parties agree that such dispute, claim, or controversy shall be barred in an arbitration proceeding.
e. Any award of the arbitrator or a majority of the arbitrators will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys’ fees or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.
f. 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 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; (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 Service Agreement except to the extent stated herein.
g. This agreement to arbitrate does not constitute a waiver of your right to seek a judicial forum where such waiver would be void under federal or applicable state securities laws.
h. Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Service Agreement except to the extent stated herein.
i. Client agrees to the provisions described above and the following additional provisions, regardless of whether Client is or is not residing in the United States at the time a controversy arises between EF Hutton and Client: i. Client agrees that any arbitration hearing will be held in Dayton, Ohio unless otherwise agreed between EF Hutton and Client in a signed writing or unless FINRA designates another hearing location; ii. Client agrees to the personal jurisdiction of the courts located in the State of Ohio, U.S.A., to interpret and enforce these arbitration provisions described in this Service Agreement; and, iii. All arbitrations will be held in the English language, unless otherwise agreed to by the parties.
j. Client makes this arbitration agreement on behalf of Client and Client’s heirs, administrators, representatives, executors, successors, assigns, and together with all other persons claiming a legal or beneficial interest in the Account.
32. Premium Service
The Premium Service is an internet-based service that is delivered through the Website but with a different Portal and different tools than the Basic Investing Service. The Premium Service also involves a different style of investing as is described in detail on the website.
The Premium Service provides Specialized Portfolios for investors which include portfolios designed and constructed to generate returns that are sensitive to the outcome of certain events. Events are identified by either the Client or by EF Hutton. The Specialized Portfolios are constructed by EF Hutton and third-party consultants which may include subadvisors engaged by EF Hutton. EF Hutton does not represent or warrant that the Specialized Portfolios will generate any specific return or perform as expected. Clients of the premium service are inherently more active than Clients of the Basic Service by investing in Specialized Portfolios and in taking a view on the outcome of events. Event-driven investing involves a higher risk and requires more Client time, attention and evaluation. Premium Service is not an objective-based investing style as is the case with the Basic Investing Service. Instead, the Premium Service is an opportunistic style.
NOTE: CLIENT ACKNOWLEDGES RECEIPT OF A COPY OF THIS SERVICE AGREEMENT, INCLUDING THE ARBITRATION CLAUSE LOCATED AT SECTION 31 OF THIS SERVICE AGREEMENT.
If more than one, all Client principals to this Service Agreement must sign. If any signatory is a fiduciary, the capacity in which he or she is acting should be indicated. This Service Agreement shall be dated as of the time Client enters Client’s electronic signature. Client’s name and electronic signature shall be incorporated by reference to fields through the sign-up process within the Website. EF Hutton Representative approval shall be incorporated by reference to fields captured by EF Hutton’s software systems.
CONSENT AND NOTICE REGARDING ELECTRONIC COMMUNICATIONS
Electronic Signature Agreement
By registering or opening an account to use any services provided by EF Hutton as indicated by your selecting and clicking the “I Accept” or “I Agree” or similarly worded indication of approval and acceptance on the EF Hutton website, you are agreeing to this Electronic Signature Agreement. By selecting “I Accept” you consent to be legally bound by this Agreement’s terms and conditions. You agree your electronic signature is the legal equivalent of your manual signature on any agreement with EF Hutton. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise used in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and EF Hutton. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in obtaining an EF Hutton service constitutes your agreement to be bound by the terms and conditions of the EF Hutton Disclosures and Agreements as they exist on the date of your E-Signature.
2. Consent to Electronic Delivery. You specifically agree to receive and/or obtain any and all EF Hutton related “Electronic Communications” (defined below) via efhutton.com or by e-mail from EF Hutton. The term “Electronic Communications” includes, but is not limited to, any and all current and future notices and/or disclosures that various federal and/or state laws or regulations require that we provide to you, as well as such other documents, statements, data, records and any other communications regarding your customer relationship with EF Hutton. You acknowledge that, for your records, you are able to use EF Hutton to retain Electronic Communications by printing and/or downloading and saving this Agreement and any other agreements and Electronic Communications, documents, or records that you agree to using your E-Signature. You accept Electronic Communications provided via EF Hutton as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep.
3. Paper version of Electronic Communications. You may request a paper version of an Electronic Communication. You acknowledge that EF Hutton reserves the right to charge you a reasonable fee for the production and mailing of paper versions of Electronic Communications. To request a paper copy of an Electronic Communication contact us at firstname.lastname@example.org.
4. Revocation of electronic delivery. You have the right to withdraw your consent to receive/obtain communications via efhutton.com at any time. You acknowledge that EF Hutton reserves the right to restrict or terminate your access to efhutton.com if you withdraw your consent to receive Electronic Communications. If you wish to withdraw your consent, contact us at email@example.com.
5. Valid and current email address, notification and updates. Your current valid email address is required in order for you to obtain EF Hutton services. You agree to keep EF Hutton informed of any changes in your email address. You may modify your email address by submitting a written request to EF Hutton, visit a branch location or submit a message through efhutton.com/contact. EF Hutton may notify you through email when an Electronic Communication or updated agreement pertaining to EF Hutton is available. EF Hutton may also use efhutton.com for Electronic Communications. It is your responsibility to use e-mail regularly to check for Electronic Communications and to check for updates to this Agreement.
6. Hardware, software and operating system. You are responsible for installation, maintenance, and operation of your computer, browser and software. EF Hutton is not responsible for errors or failures from any malfunction of your computer, browser or software. EF Hutton is also not responsible for computer viruses or related problems associated with use of an online system.
The following are the minimum hardware, software and operating system requirements necessary to use efhutton.com and receive Electronic Communications:
Web enabled Device with High Speed Internet Capability.
Browser – Any of the modern commercially available browsers with up do date security patches to include but not limited to Microsoft Internet Explorer and Edge, Apple Safari, Mozilla Firefox, Google Chrome and Opera.
7. Use of Third-Party’s for Signature Collection and Verification EF Hutton may engage third-parties such as DocuSign and Cognito to collect and verify customer signatures. You hereby authorize such companies to verify your signature. You hereby agree to cooperate with such companies and to indemnify and hold them harmless with respect to their process of collecting and verifying electronic signatures.
8. Controlling Agreement. This Agreement supplements and modifies other agreements that you may have with EF Hutton on the subject matter of electronic signatures. To the extent that this Agreement and another agreement contain conflicting provisions, the provisions in this agreement will control (with the exception of provisions in another agreement for an electronic service which provisions specify the necessary hardware, software and operating system, in which such other provision controls). All other obligations of the parties remain subject to the terms and conditions of any other agreement.
To obtain electronic services and communications, indicate your consent to the terms and conditions of this Agreement by clicking on the “I Accept” button. It is recommended that you print a copy of this Agreement for future reference.
FULL SERVICE AGREEMENT
INSTITUTUIONAL & FAMILY WEALTH
This agreement is available from an EF Hutton Financial Advisor.
Please contact EF Hutton at firstname.lastname@example.org