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Carry Investment Advisors, LLC

Discretionary Investment Advisory Agreement

This Discretionary Asset Management Agreement (“Advisory Agreement”) is made by and between Carry Investment Advisors, LLC (“OIA”, “we”, “us”, “our”, or “Advisor”), a Delaware limited liability company and SEC registered investment adviser, and you (“you”, “your”, or “Client”), the person (i) accessing or otherwise making use of the segregated Invest module (the “Invest Application”) within the Vibes application for computer, mobile phone, tablet or other portable device (the “Vibes Application”), which Invest module includes, without limitation, portfolio details and amounts, investment profile information, ETF recommendations, access to investment research, Invest Account transaction history, tax information and trade details; (ii) registering for a Vibes Account (as defined below) through The Vibes Company, Inc. (“Vibes”) website located at carrymoney.com (the “Site”) or the Vibes Application, and/or (iii) otherwise accessing or making use of our Service (as defined below). This Advisory Agreement concerns the Invest Account (defined below), managed by OIA for the Client on a discretionary basis and pursuant to the Client’s authorization (“Invest Account”). This Advisory Agreement shall become effective whenever accepted by you by clicking through the online Advisory Agreement made available during the Invest Account registration process which will signify your assent to the terms and conditions contained herein. Client and OIA may each be referred to herein individually as a “Party” and together as the “Parties” as context so requires.

NOTICE OF BINDING ARBITRATION

ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THIS ADVISORY AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “BINDING ARBITRATION” BELOW, EXCEPT AS OTHERWISE MAY BE DESCRIBED IN THAT SECTION. PLEASE READ THE SECTION TITLED “BINDING ARBITRATION” CAREFULLY.

1. Acceptance of this Advisory Agreement.

Acceptance. When you use the Site or the Vibes Application to register for an Invest Account in order to make use of the Service (defined below) or when you otherwise access or make use of your Invest Account or the Service, you acknowledge, agree to, and are bound by, the terms and conditions of this Advisory Agreement and Carry Investment Advisors, LLC Terms of Service for Invest Account Services (the “Terms of Service”) published at carrymoney.wpenginepowered.com/invest-terms.  If you do not agree to be bound by this Advisory Agreement and the Terms of Service, you should not continue to access or otherwise make use of the Invest Application or Service. Please note that you cannot use all of the tools included in the Invest Application or Service without first entering separate agreements with third parties such as the Custodian that will be provided to you prior to such use.

Restrictions on Acceptance. When you access or otherwise make use of the Invest Application or the Service you acknowledge and agree that:

(a) if you are accepting this Advisory Agreement on behalf of any legal entity, including any company, organization, government, or governmental agency, you have been authorized to do so and to act on behalf of such legal entity;

(b) you have read and understand all of the provisions, terms and conditions set forth in this Advisory Agreement and the Terms of Service;

(c) you will be bound by all of the provisions, terms and conditions set forth in this Advisory Agreement and the Terms of Service;

(d) you are at least eighteen (18) years of age;

(e) you have the right, authority and capacity to enter into this Advisory Agreement and the Terms of Service and to abide by all terms and conditions of this Advisory Agreement and the Terms of Service;

(f) you have not previously used the Service through an Account which OIA has terminated or suspended in accordance with the terms and conditions of this Advisory Agreement and the Terms of Service;

(g) you have a valid U.S. email address;

(h) you have a valid and active deposit account with a U.S. financial institution that serves as your funding account for your Account;

(i) you are a resident of one of the fifty (50) states of the United States, or a resident of Washington D.C. and have a valid postal mailing address confirming the same; and

(j) this Advisory Agreement and the Terms of Service, which are accepted by checking a box or clicking an online acknowledgement, are the legal equivalent of a signed, written contract between you and OIA.

If you are unable or unwilling to confirm the above statements, then you must not accept this Advisory Agreement or otherwise access or make use of the Invest Application or Service.

2. Definitions:

Unless the context requires otherwise, capitalized terms appearing in the Advisory Agreement shall have the following meanings:

A. “Client”, “you”, or “your” means the person over 18 years of age or entity using or accessing the Invest Application or Service under this Advisory Agreement, and who is a party to this Advisory Agreement.

B. “Custodian” means DriveWealth, LLC.

C. “OIA”, “we”, “our”, or “us” shall mean Carry Investment Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser.

D. “Vibes Account” means your user account in the Vibes Application for which you must register through the Site or the Vibes Application in order to use the Service.

E. “Invest Account” means your brokerage account held by DriveWealth, LLC and linked to your Vibes Account for the purpose of receiving and holding transferred funds according to your Settings. Your Invest Account can hold both cash and securities (including fractional shares of exchange traded funds (“ETFs”)).

F. “Invest Application” means the segregated Invest module within the Vibes Application for computer, mobile phone, tablet or other device, which includes, without limitation, portfolio details and amounts, investment profile information, ETF recommendations, investment research, Invest Account history, tax information and trade details.

G. “Personal Information” may include your name, email address, phone number, banking information, User Information, and other information that identifies you.

H. “Service” means the OIA Invest module through which Clients receive discretionary investment advisory services and investment recommendations, including (i) portfolio management services through Automated accounts, for which Advisor shall be responsible for the investment and reinvestment of those assets designated by Client to be subject to Advisor’s management through the Automated portfolios, and (ii) a single list of ETFs that are recommended based on a Client’s investment profile for Client’s Flexible accounts.

I. “Settings” means the instructions that you provide through the Invest Application and/or your Vibes Account that authorize OIA to take certain automated actions including, without limitation, (i) monitor your deposit account to assess the availability of funds for investment, (ii) transfer funds from your deposit account to your Invest Account for the purchase of securities, or (iii) sell some or all of your securities and use the proceeds to purchase other securities and/or transfer the proceeds from the sale of securities from your Invest Account to your deposit account.

J. “Site” means the Vibes Company, Inc. website located at carrymoney.wpenginepowered.com.

K. “Terms of Service” means the Carry Investment Advisors Terms of Service for Invest Account Services.

L. “User Information” means your personal and business information and may include your name, date of birth, social security number, employer identification number or tax identification number (if applicable), home address, business address or other physical address, email address, telephone number, banking information, and information concerning your financial goals and preferences, as such information is required to open an Invest Account and access or otherwise make use of the Service.

M. “Flexible” means an account for which a list of ETFs is recommended based on the Client’s investment profile, and where the Client makes all investment decisions, including buying and selling securities.

N. “Automated” means an account for which a portfolio of ETFs is recommended, and the Client’s assets are automatically invested and rebalanced, based on the Client’s investment profile and inputs.

3. Interpretation.

References to Sections and applicable appendices (i.e., Privacy Statement) are to be construed as references to the Sections of, and Appendices to, this Advisory Agreement, unless otherwise indicated. The singular includes the plural, and the plural includes the singular. All references to “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to this Advisory Agreement as a whole rather than any particular part of the same. The terms “include” and “including” are not limiting.

4. Terms and Conditions.

Appointment. You hereby appoint OIA as your investment adviser to perform the Service on your behalf on a discretionary basis, and OIA accepts such appointment under the terms and conditions of this Advisory Agreement. OIA shall be responsible for the investment and reinvestment of those assets designated by Client to be subject to the Adviser’s management through Automated accounts, and for reviewing and/or providing an assessment of your present level of financial risk tolerance based on responses to onboarding/suitability questions and shall provide you with investment advice through the Service based solely upon your Settings for your Flexible accounts. Such Settings will be subject to this Advisory Agreement in accordance with your needs, goals and objectives.

Client delegates to Advisor all of its powers with regard to the investment and reinvestment of the assets in Client’s Automated account, and appoints Advisor as Client’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the assets in Client’s name for the Client’s Automated account. Adviser is authorized, without prior consultation with the Client, to buy, sell, trade and allocate in and among exchange traded funds (“ETFs”) and cash allocations available through the Automated account, and to give instructions in furtherance of such authority to Broker. The Client shall complete the online application process made available through the Automated account to help Advisor determine the Client’s investment objectives and risk tolerance, and select an appropriate investment strategy and portfolio. Advisor will recommend a portfolio via the Automated account in response to the Client’s answers to the online questionnaire. The Advisor is authorized to make the final decision and select a portfolio based on all the information Adviser has about the Client.

Advisor shall discharge its investment management responsibilities consistent with the Client’s designated investment objectives. Client acknowledges that there are no restrictions currently imposed or able to be imposed upon Advisor with respect to the management of the Assets.

Limited Investment Advice. You acknowledge and agree that OIA will provide only limited investment advice focused upon the Service described in this Advisory Agreement. You acknowledge and agree that, at this time, OIA provides only limited advice and investment options and delivers the Service pursuant to the Settings you establish. You acknowledge and agree that OIA will not provide investment advice in person or over the phone, but will only provide investment advice through the Service in accordance with this Advisory Agreement and the Terms of Service. You agree and acknowledge that OIA does not provide investment advice outside of (i) the portfolio management services for Automated accounts and (ii) the single list of ETFs recommended for each Flexible Invest Account based on your investment profile. You acknowledge and agree that you will not be entitled to transfer funds between or otherwise transact with your Invest Account other than in cash. You further acknowledge and agree that OIA may in the future provide you with information regarding additional third-party services which you, in your sole discretion, may elect to participate in independently from the Service and you understand that OIA does not endorse or warrant such third-party services by providing you with information related to such third-party service providers.

You further acknowledge and agree that the Service (i) is not a complete investment program, (ii) does not consider outside assets, consideration, debt or other accounts you may have with OIA or with any third parties, (iii) is not suitable for all investors, and (iv) relies on the information provided by you, including the accuracy thereof, in providing investment advice and does not verify the completeness or accuracy of such information.

NOTE THAT, AT THIS TIME, OIA DOES NOT ACCEPT INVEST ACCOUNTS THAT ARE GOVERNED BY ERISA.

5. Limited Authority. Generally, you will be responsible for the transfer of funds through the Service by: (i) carefully reviewing the information about the investment options suggested on the Invest Application and Service; (ii) carefully considering the ETF list recommendation that OIA generates for you for Flexible accounts through the Invest Application and Service based on your Settings; and (iii) providing OIA with accurate personal financial information, goals and instructions through your Settings and the Automated account. Moreover, it is your responsibility to continually monitor the transfer of funds between your deposit account and Invest Account by using the Invest Application, the Service and Settings to initiate, schedule, automate, and monitor such funds transfers.

6. Custodian of Invest Account. OIA shall not maintain physical custody of any assets in your Invest Account; instead, the assets in your Invest Account will be held in the custody of an independent custodian, DriveWealth, LLC, an SEC registered broker-dealer and FINRA member (the “Broker” or “Custodian”), as Custodian. We will, however, assist you with obtaining disbursements from your Invest Account held with the Custodian, from time-to-time as you request.

Client’s beneficial interest in a security does not represent an undivided interest in all the securities held by the Custodian, but rather represents a direct and beneficial interest in the securities which comprise the Account. A separate account or accounts are maintained for the Client with the Custodian and Client retains all rights of ownership of the Invest Account (e. g. right to withdraw securities or cash, exercise or delegate proxy voting, and receive transaction confirmations).

The Broker provides all brokerage services to you, including executing securities purchase and sell orders you enter through our platform or pursuant to your request. The securities available to you are a limited universe of stocks and Exchange Traded Funds (“ETFs”) which is subject to change, as determined by the Advisor.

Therefore, you agree to establish an account with the Broker. All brokerage account opening functionalities are handled digitally by Broker. You will be required to complete all applicable Broker forms and agreements. The Broker reserves the right to reject any account application for any reason whatsoever.

7. Your Rights and Obligations. You retain sole ownership of your deposit account and your Invest Account. You may request that OIA make transfers between your deposit account and Invest Account at any time, subject to any maintenance requirements of the Custodian. You should allow up to five (5) business days for OIA to process the instructions you have provided and for the funds transfers to be processed, although funds transfers could occur much quicker in practice.

8. Account Connections. In order to make use of the Service, you will be required to connect your Invest Account to your deposit account by providing true, accurate, current, and complete deposit account Credentials. You acknowledge and agree that your Invest Account will not be connected to your deposit account unless Vibes receives confirmation through the Service that you have successfully connected your Invest Account and deposit account. If you register for any other account(s) provided through the Vibes Application that you wish to connect to the Service, then you will be required to provide true, accurate, current, and complete credentials for such account(s). You further agree that, if your deposit account is temporarily closed or restricted after it is successfully connected to your Invest Account, you will have no right under this Advisory Agreement or the Terms of Service to transfer funds between your deposit account or Invest Account through the Service until: (i) your deposit account is reopened or unrestricted; or (ii) you have successfully connected an alternative deposit account to your Invest Account. If your deposit account is permanently closed for any reason, OIA reserves the right to close your Invest Account and direct the Custodian to sell all securities registered in your name through the Service and remit the sales proceeds to you after paying any past due fees under this Advisory Agreement.

9. Funds Transfer. You acknowledge and agree that OIA will use the Service to initiate funds transfers between your deposit account (or any new account provided in the future through the Vibes Application) and your Invest Account according to your Settings. You acknowledge and agree that nothing in this Advisory Agreement or our Terms of Service gives you any right to instruct OIA to transfer funds between your deposit account (or any new account provided in the future through the Vibes Application) and your Invest Account by any manner other than through an Automated Clearing House (“ACH”) transfer in accordance with your Settings and pursuant to this Advisory Agreement or our Terms of Service; provided, however, that OIA, in its sole discretion, may decide to utilize faster methods of funds transfer from time to time.

10. Withdrawals and Sales. You may transfer funds from your Invest Account to your deposit account by initiating a withdrawal request through the Service at any time. You acknowledge and agree that, notwithstanding anything in this Advisory Agreement or the Terms of Service to the contrary, you will not be able to request withdrawals unless and until you have successfully connected your deposit account to your Invest Account through the Service. OIA will send any withdrawal request to the Custodian. You acknowledge and agree that, by requesting a withdrawal, you authorize OIA to request that the Custodian transfer the amount requested (or less if the money remaining in your Invest Account after deducting any fees due is less) to your deposit account.  In some limited cases, such as when your deposit account is already closed or when the amount of the transfer exceeds your deposit account transfer limits, you may be required to receive a check, wire or ACH transfer directly from the Custodian, but such transfers must be coordinated by OIA through the Settings.  Certain fees may be charged by OIA on a pass through basis or directly by the Custodian for these other transfer methods as set forth in carrymoney.wpenginepowered.com/drivewealth-custodian-fees.

11. Termination. This Advisory Agreement will continue in effect until terminated by either party by delivering written notice of termination to the other party, via email or regular mail to the address of record. In the event the Advisory Agreement is terminated, any fees that are due, but have not been paid, are due and payable immediately, and may be deducted by OIA from the proceeds of any sale of securities from your Invest Account prior to the disbursement of any proceeds either to your deposit account or otherwise.

You understand and agree that, except where prohibited under applicable law, the cancellation or termination of this Advisory Agreement is your sole right and remedy with respect to any dispute with us including, without limitation, any dispute related to, or arising out of: (i) any terms of this Advisory Agreement or our enforcement or application of this Advisory Agreement; (ii) any practice or policy of OIA, including our Terms of Service and Privacy Policy, or our enforcement or application of these policies; (iii) the content available through our Service or any change in content provided through the Service; (iv) your ability to access and/or use the Invest Account, Invest Application, or Service; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods. Upon cancellation or termination of this Advisory Agreement, we may immediately deactivate your Invest Account and all related information and/or files in your Invest Account and/or bar any further access to such information and/or files, our Invest Application (or part thereof) and/or our Service, except as we may otherwise provide from time to time.

We will attempt to process all cancellation requests within five (5) business days of receiving such request. However, after a cancellation request has been processed, you may continue to receive the Service until the end of your current subscription period, subscription fees paid in advance as those fees will be applied to cover our reasonable costs to maintain your Vibes Account and Invest Account until the termination date. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect at the end of your then current subscription period.

Termination of this Advisory Agreement will not affect (i) the validity of any action previously taken by the Advisor under this Advisory Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Advisory Agreement; or (iii) your obligation to pay any advisory fees (pro-rated through the end of the subscription period occurring on or immediately following the date of termination). Upon the termination of this Advisory Agreement, the Advisor will have no obligation to recommend or take any action with regard to the securities, cash or other investments in the Invest Account except to process the sale of any securities in your Invest Account and disburse any proceeds to your deposit account.

The death or incapacity of the Client shall not terminate the authority of the Advisor granted herein until the Advisor receives a written termination notice from the Client’s executor, guardian, attorney-in-fact or other authorized representative.

Notwithstanding the foregoing or anything to the contrary in this Advisory Agreement, in no event shall this Advisory Agreement constitute a waiver or limitation of any rights that Client may have under federal or state securities laws if and to the extent such rights cannot be waived or limited.

12. Legal Capacity. If this Advisory Agreement is established by the undersigned Client, or the Client’s authorized representative in a fiduciary capacity, the Client hereby certifies that they are legally empowered to enter into or perform this Advisory Agreement in such a capacity.

13. Representation. It is understood by the Client that the Advisor is licensed/registered with all of the appropriate regulatory jurisdictions that the Advisor believes it has a duty to be licensed/registered. It is understood and acknowledged by the Client that the Advisor is not engaged in the practice of law or accounting, and as such, will not render any legal or accounting, including tax, advice hereunder, nor prepare any legal or accounting, including tax, documents for the implementation of any of the Client’s financial or investment plans.

14. Fees.

Fees. In order to open an Invest account, OIA clients must also be a client of The Vibes Company Inc., which entails separate subscription fees listed at carrymoney.com. OIA clients who are also clients of The Vibes Company Inc. are not charged a fee for advisory services.

For OIA clients who have cancelled their subscription to The Vibes Company Inc.’s products and are no longer clients of The Vibes Company Inc., OIA charges a flat, $5.00 a month fee, prepaid on the first of each month (the “Advisory Fee”). OIA reserves the right, in its sole and absolute discretion, to reduce or waive the Advisory Fee for certain Client Accounts for any period of time determined by OIA. In addition, Client agrees that OIA may waive its fees for the Accounts of clients other than Client, without notice to Client and without waiving its fees for Client. In exercise of its sole and absolute discretion OIA may amend or terminate any reduction or waiver of the Advisory Fee. OIA will promptly notify Client of any increase or decrease in the reduction or waiver of the Advisory Fee. The Advisory Fee is non-refundable.

OIA neither sponsors any wrap fee program nor manages assets for any wrap fee programs sponsored by other investment advisers. However, the Advisory Fee, if any, includes the investment advice Service for each Invest Account, brokerage commissions, certain other fees charged by DriveWealth, LLC, and certain administrative expenses.

Additional Fees. In addition to the Advisory Fee, there are a variety of miscellaneous charges described in carrymoney.wpenginepowered.com/drivewealth-custodian-fees (the “Miscellaneous Charges”), which are assessed to Client based on affirmative requests by the Client. Each of the Miscellaneous Charges will be assessed by OIA on a direct pass-through basis, without mark-up, or by Custodian directly.

ETFs may charge management fees and other expenses. These management fees and additional fees are deducted directly by the ETF and are reflected in the ETF’s net asset value. 

In the event a Client’s Invest Account is canceled, closed, or terminated for any reason (either by the Client or by OIA), a wind-down fee of $5.00 or less may be charged to Invest Accounts with a balance of less than $5.00. The wind-down fee may be deducted from the Client’s Invest Account balance(s).

OIA does not have a revenue sharing arrangement with any of the ETFs recommended to Clients. Client understands that Client can purchase ETFs that OIA recommends through other brokers or agents that are not affiliated with OIA and that Client does not need to subscribe to OIA’s Service to trade ETFs.

Client is responsible for all charges and fees associated with connecting to our Service, including, without limitation, all internet service provider fees, data charges, sales taxes and any other fees and charges necessary to access our Service via your mobile device or other personal electronic devices.

15. Non-Exclusive Management. It is understood that the Advisor performs services for other clients. The Client agrees that the Advisor may give advice and act with respect to any of its other clients, which may differ from the advice given or the timing or nature of action taken with respect to the Client’s Invest Account.

16. Confidential Relationship. All information and advice furnished by either party to the other, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties, except as required by law or necessary to carry out designated powers or as granted by the Client.

17. Notices and Communication. Communications will be sent to you at the contact information you provide during registration for your Vibes Account. Pursuant to the “Disclosure and Consent to Electronic Communications” section set forth in our Terms of Service you have agreed to receive electronic communications from Vibes and/or OIA concerning your Vibes Account, Invest Account and the Service. You further agree that any such electronic communications will be deemed to have been received by you no later than five (5) business days after Vibes or OIA sends such communication to you by email or posts such Communication on the Invest Application or through the Service, whether or not you have received the email or retrieved the Communication from the Invest Application or Service. An electronic Communication by email is considered to be sent at the time that it is directed by Vibes or OIA’s email server to your email address. You agree that these are reasonable procedures for sending and receiving electronic Communications. We encourage you to read the “Disclosure and Consent to Electronic Communications” section of our Terms of Service carefully.

18. You acknowledge that the Service is provided through an electronic platform and, therefore, acknowledge that voicemail, email, fax, and other similar means of communication may not come to our attention in a timely manner. Accordingly, you acknowledge and agree that if you use such means of communication to make account requests or provide us with account instructions, such requests or instructions shall not bind us unless or until we confirm such requests or instructions in writing; therefore, you should direct time-sensitive account requests or instructions to us through the electronic platform, and your failure to do so may result in delayed implementation of your requests or instructions.

19. Acknowledgement of Receipt of Form ADV Part 2A and Form CRS. We will provide you with a Form ADV Part 2A and a Form CRS for your records contemporaneously with your registration. Pursuant to Section 17 above and the “Disclosure and Consent to Electronic Communications” section set forth in our Terms of Service, you acknowledge and agree that the Form ADV Part 2A and the Form CRS will be sent to you by electronic communications and will be deemed to have been received by you no later than five (5) Business Days after OIA sends them to you by email. In addition, the latest versions of the Form ADV Part 2A and Form CRS will be available on the Site. You hereby acknowledge the receipt of Form ADV Part 2A and Form CRS as provided in accordance with this Advisory Agreement.

20. Proxies and Class Action Lawsuits. The Advisor will not vote proxies on behalf of the Client’s Invest Account. Further, the Advisor will not take any action or render any advice with respect to any securities which are named in or subject to class action lawsuits. Proxy materials will be forwarded to Client from the Custodian.

21. Risk Acknowledgement. The Advisor does not guarantee the future performance of any recommendations or any specific level of performance, or the success of the Advisor’s overall management of the Invest Account. All recommendations will be based on information from sources believed to be reliable, but are not guaranteed by OIA as to their accuracy or completeness. Client understands that Advisor’s recommendations are subject to various market, currency, economic, political, and business risks, and will not always be profitable. Advisor will provide advice only with regard to the Service and the Invest Account and will not make recommendations with regard to other securities, cash, or other investments owned by Client.

22. Entire Agreement, Severability and Amendments. All agreements, covenants, representations and warranties, express and implied, of the parties hereto concerning the subject matter hereof are contained herein. No other agreements, covenants, representations or warranties, express or implied, are made a part hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein. If any provision hereof shall be held or made unenforceable by statute, rule, regulation, decision of a tribunal or otherwise, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent by law or equity while most nearly preserving its original intent. The invalidity of any part of this Advisory Agreement shall not render invalid the remainder of the agreement and, to that extent, the provisions of this Advisory Agreement shall be deemed to be severable. OIA has the right to amend this Advisory Agreement upon written notice to the Client. Any such amendment will be effective as of the date specified by OIA. Notwithstanding anything to the contrary contained in this Advisory Agreement, OIA shall not increase the Advisory Fees, or make any material modifications, substitutions or deletions to the Service without providing Client with at least 30 days’ prior written notice of any such fee increase or material change.

23. Governing Law. Except to the extent that it is preempted by federal law, the internal law of the State of Delaware will govern the construction, validity, and administration of this Advisory Agreement. However, nothing in this Advisory Agreement will be construed contrary to the Investment Advisers Act of 1940.

24. Standard of Care. Subject to the terms and conditions of this Advisory Agreement and without limiting any rights you may have under the Investment Advisers Act of 1940 and other applicable United States federal or state securities law, OIA shall exercise the level of care in providing the Advisory Services that is customary and reasonable in the industry for investment advisers providing investment advice solely through internet-accessed computer applications.

25. Waiver. Failure of either party at any time to declare breach and termination of this Advisory Agreement due to any violation or violations by the other party of the provisions hereof shall not be deemed a waiver on the part of such party. Any subsequent violations by the other party following a demand for strict compliance shall not be deemed a waiver, expressed or implied, and notice of breach thereafter, need not be served on the other party.

26. Assignment of Advisory Agreement. No assignment, as that term is defined in the Investment Advisers Act of 1940, of this Advisory Agreement shall be made (a) by the Advisor without the prior written consent of the Client or (b) by the Client without the prior written consent of the Advisor. The Client acknowledges and agrees that transactions that do not result in a change of actual control of the Advisor shall not be considered an assignment pursuant to Rule 202(a)(1)-1 under the Investment Advisers Act of 1940.

27. Binding Arbitration. In the event of any dispute concerning or arising under this Advisory Agreement and to the extent not prohibited by the Investment Advisers Act of 1940 or other federal or state securities laws, such dispute shall be arbitrated, subject to certain limitations set forth in this section. Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the New York, NY office of JAMS (“JAMS”), in accordance with its then- existing Comprehensive Arbitration Rules & Procedures. The arbitration shall be conducted by a licensed attorney or retired judge who is admitted in both federal and state courts, with experience in securities law. Each party shall bear its, his or her own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. To the extent allowed by law, the award shall be final, binding, and non-appealable. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction.

Notwithstanding the foregoing or anything to the contrary in this Advisory Agreement, in no event shall this Advisory Agreement constitute a waiver or limitation of any rights that the Client may have under federal or state securities laws if and to the extent such rights cannot be waived or limited.

28. Acknowledgements.

Client acknowledges receipt of Part 2A Appendix 1 of Form ADV, Form CRS and the Advisor’s Privacy Statement.

Client agrees to notify us promptly via the Vibes Application, Invest Application or Service of any change in Client’s circumstances that might affect the Client’s Vibes Account or Invest Account.

Client agrees to notify us promptly via the Vibes Application, Invest Application or Service if any of their User Information changes.

Client acknowledges that the Advisor has its, his or her express permission to deliver all documents relating to the Vibes Account and the Invest Account electronically. This includes the Advisor’s Privacy Policy, ADV Part 2A Appendix 1 Wrap Fee Brochure, Form CRS and any updates to such forms, any forms requiring Client’s acknowledgement, responses to Client’s requests, and notification of the availability of such document(s) on a website. Client agrees that such notification will constitute “delivery.” Client further agrees to provide Advisor with Client’s email address and to keep this information current at all times by promptly notifying Advisor of any change in email address.

THE CLIENT WILL CAREFULLY READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS ADVISORY AGREEMENT BEFORE CLICKING ON THE “ACCEPT AND CONTINUE” BUTTON DURING THE REGISTRATION PROCESS. IF CLIENT HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS ADVISORY AGREEMENT, CLIENT WILL ADDRESS THEM WITH THE ADVISOR BEFORE AGREEING TO IT. CLIENT UNDERSTANDS THAT CLICKING OR CHECKING “ACCEPT AND CONTINUE” OR TYPING CLIENT’S NAME IN THE ELECTRONIC SIGNATURE FIELD (IF ANY) IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS ADVISORY AGREEMENT AND CLIENT WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. CLIENT AGREES TO CHECK THE SITE FOR UPDATES TO THIS ADVISORY AGREEMENT.

Federal and state securities laws may impose liability under certain circumstances on persons who act in good faith. Consequently, nothing in this Advisory Agreement shall waive or limit any rights that you may have under federal or state securities laws.

CONTACTING US. If you have any questions about this Advisory Agreement, please contact us as described on the website under “Help” or at the mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them.

Carry Investment Advisors, LLC

10 Grand Street, Floor 3

Brooklyn, NY 11249

Attn: Compliance