Participating Employer Program Agreement


This Participating Employer Program Agreement (this “Program Agreement”), which is entered into by and between the employer signing this Program Agreement (“you” or the “Participating Employer”) and Finhabits Inc (“Finhabits”), sets forth the terms and conditions under which Finhabits offers the Finhabits Employer Retirement Program (the “Program”).


1. Program Service

1.1. Finhabits will provide the services described herein with respect to the Participating Employer’s decision to provide its employees access to the Program. The Program provides the Participating Employer a way to (i) provide its employees a convenient means by which to establish certain retirement accounts and (ii) allow for Participating Employees to make contributions to their retirement accounts via an account established by the Participating Employer or the Participating Employee, at a financial institution. A “Participating Employee” includes a Participating Employer’s common-law employee, a self-employed individual, or an independent contractor who has entered into the Program Agreement as a Participating Employer and is considered his or her own employee.


1.2. Where Finhabits agrees to accept and open an account for an employee specified by the Participating Employer (an “Eligible Employee”), Finhabits will open such account (“Advisory Account”) with the Eligible Employee pursuant to the terms and conditions of the Advisory Agreement with such employee. The Participating Employer understands and agrees that it will be neither a party to, nor a third-party beneficiary of, the Advisory Agreement with any employee of the Participating Employer.


2. Warranties, Representations and Acknowledgments

2.1. Neither Finhabits, Finhabits Advisors LLC, nor their affiliates are providing tax or legal advice. You agree that you have been advised to and afforded the opportunity to seek the advice and counsel of your own tax and financial advisers. Moreover, neither Finhabits, Finhabits Advisors LLC, nor their affiliates warrant, represent or otherwise guarantee that the Program (or any other type of plan or account that Finhabits may offer) is compliant with the Internal Revenue Code or the Employee Retirement Income Security Act of 1974 (“ERISA”), in form or function or that any deposits are compliant with the terms of such plan or account or law.

Though the Participating Employer may delegate certain ERISA fiduciary duties under the Program to Finhabits, the Participating Employer understands that, to the extent it is subject to ERISA’s fiduciary duty provisions, it cannot completely transfer such fiduciary obligations to another party, such as Finhabits. Accordingly, the Participating Employer understands and agrees that as a sponsoring employer, it retains fiduciary responsibilities to the Program and the participants. To the extent the assets of an Advisory Account are considered assets of a plan subject to the fiduciary duty provisions of ERISA, the Participating Employer appoints Finhabits as an “investment manager” (within the meaning of Section 3(38) of ERISA) with respect to the assets of such Advisory Account and Finhabits acknowledges that it is an ERISA fiduciary with respect to the provision of investment advice described in the Advisory Agreement and the exercise of any investment discretion set forth in such Advisory Agreement.


3. Fees

3.1. There will be two types of fees assessed by Finhabits. The first is a single platform fee for the employer which includes the cost of certain technology, administration and maintenance services provided under the Program. The Participating Employer agrees to pay a $6 per Participating Employee platform fee per month. This fee shall be charged monthly and will be due 30 days after invoice is received.

3.2. Interest for late payment shall be assessed as follows. Interest shall be payable on any payments that are not paid on or before the date thirty (30) days after the date such payments are due under this Agreement at the per-annum rate of prime (as reported in The Wall Street Journal (U.S., Eastern Edition)) plus two percentage points or the maximum rate allowable by applicable Law, whichever is less.

3.3. In addition to the platform fee, each Participating Employee will be assessed a Wrap Fee for the financial advice as stated in the Advisory Agreement. The Wrap Fee does not cover the internal expense ratios (or similar type fees) applicable to the investments funds (including exchange traded mutual and other registered investment funds) held in an Advisory Account from time to time. These funds charge their own internal advisory, brokerage other fees and/or expenses. These internal fees and expenses are deducted from the fund’s net asset value and are borne by the fund’s shareholders or equity investors, which would include a Participating Employee’s Advisory Account under the Program. If the Participating Employer terminates its participation in the Program, each Participating Employee will have the option of continuing in his or her relationship with Finhabits by continuing the Advisory Agreement.


4. Privacy and Data Security

The information that the Participating Employer and Participating Employees provide to Finhabits, including personal information, is subject to the terms of Finhabits’ Privacy Policy. By entering into the Program Agreement, you represent that you have read, understood and accepted Finhabits’ Privacy Policy, which Finhabits may amend from time to time by posting new versions on the Site.


5. Terms and Conditions

You acknowledge receipt of the Terms and Conditions, which apply to the use of the Finhabits services contemplated hereunder and agree to adhere to the Terms and Conditions throughout your participation in the Program.


6. Term

6.1. Effective Date

The Program Agreement becomes effective the date this Program Agreement is signed.

6.2. Suspension of Services

The Participating Employer agrees that Finhabits and any of its affiliates or contractors may suspend the provision of services or delay, limit, restrict, or refuse any transaction at any time for any length of time without prior notice to you if Finhabits 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 Finhabits or its affiliates 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 Finhabits or its affiliates or a transaction relating to the Program; (iii) to avoid a loss to Finhabits or its affiliates; (iv) to remediate or otherwise to address problems with technology; (v) due to interruptions in the access to or operation of any technology that Finhabits or its affiliates 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 this Program Agreement.

6.3. Termination

The Participating Employer may terminate this Program Agreement at any time for any reason by sending a request to terminate the Program Agreement by email to support@finhabits.com. Termination of this Program Agreement does not automatically terminate the Advisory Agreement, but such termination may result in separate or additional fees to be charged.


7. Liability

7.1. General Limitation

Each Party (an “Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other Party, and the other Party’s respective directors, officers, members, shareholders, partners, employees, affiliates and agents (collectively, the “Indemnified Party”) from and against all claims, actions, losses, liability, damages, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively “Claims”) arising from or related to (i) any breach of this Agreement by the Indemnifying Party or by such Indemnifying Party’s respective directors, officers, members, shareholders, partners, employees, affiliates and agents (collectively, the “Related Parties”) including, but not limited to, any breach by the Indemnifying Party of any of such Party’s representations, warranties and covenants contained herein, (ii) the negligence, misconduct or bad faith of the Indemnifying Party or any of its Related Parties, (iii) any actual or alleged defamatory or illegal material provided by the Indemnifying Party and used by the other Party in carrying out its responsibilities under this Agreement; and (iv) any material provided by the Indemnifying Party to the other Party which actually or allegedly infringes on the intellectual property or personal rights of a third party.


8. Miscellaneous

8.1. Entire Agreement and Amendment

The Participating Employer acknowledges and agrees that this Program Agreement, as it may be amended from time to time in accordance with its terms, constitutes the entire and final understanding with respect to the Program Agreement’s subject matter. The Participating Employer acknowledges and agrees that this Program Agreement supersedes any previous agreements with Finhabits with respect to the Program.

8.2. Severability

If any provision of any of this Program Agreement or other agreement related to the Program 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 this Program Agreements’ remaining provisions. Without limiting the foregoing, if any portion of the Arbitration Agreement set forth in Section 11 is invalidated, such invalidation shall not invalidate the remaining portions of the Arbitration Agreement.

8.3. Authority

You represent and warrant that you have the full power and authority to enter into this Program Agreement. 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, this Program Agreement 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 this Program Agreement.

8.4. No Conflict

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

8.5. Amendment

Nothing in this Program Agreement shall be deemed waived or amended without the prior express written consent of Finhabits executed by a duly authorized representative of Finhabits.