Carry Investment Advisors, LLC
Terms of Service for Invest Account Services
Last Updated: July 21, 2023
Your use of the Invest Account Services (as defined below), including your use of the segregated Invest module (the “Invest Application”) of The Vibes Company Inc. (“Vibes”) application for computer, mobile phone, tablet or other portable devices (the “Vibes Application”) and the Invest Account-related portions (the “Invest Web Pages”) of the Vibes website located at carrymoney.com (the “Website”), including, without limitation, the agreements and disclosures appearing in the Disclosure Library (as defined below), are subject to your compliance with these Carry Investment Advisors, LLC Terms of Service for Invest Account Services (the “Terms of Service”). These Terms of Service constitute a legally binding agreement between Carry Investment Advisors, LLC (“Carry Advisors, “we,” “our,” or “us”) and you (“you,” “your,” or “Client”), and describes the terms under which you agree to use the Invest Application, the Invest Web Pages, the Disclosure Library and the Invest Account Services, regardless of how accessed, including by computer, mobile phone, tablet or any other device. The Invest Application, the Invest Web Pages and any portion of the Invest Account Services provided by Vibes are licensed by Vibes to Carry Advisors. “Invest Account Services” means the investment advisory services provided by Carry Advisors as a Securities and Exchange Commission (“SEC”) registered investment adviser and the brokerage services provided by DriveWealth, LLC (“DriveWealth”), an SEC-registered broker-dealer and member of Financial Industry Regulatory Authority, Inc. (“FINRA”) and Securities Investor Protection Corporation (“SIPC”). An “Invest Account” is your brokerage account established with DriveWealth, with the assistance of Carry Advisors, to hold securities and cash from the sale of or for the purchase of securities. You may have more than one Investment Account for different investing purposes.
The Invest Account Services are being offered as an optional service under the Carry Subscriptions (the “Vibes Account” or “Vibes Plan”) plan, which is governed by the terms and conditions of the Carry Subscriptions (the “Terms of Use”). The Vibes Account is provided and marketed by The Vibes Company Inc., which is the parent company and sole owner of Carry Advisors.
Vibes Account and Invest Account Overview.
The Vibes Account is a collection of educational resources, non-investment advice financial planning service, and optional solo 401(K) plan for business owners and independent contractors. The solo 401(k) plan, among other features, provides for the establishment and support for the ongoing maintenance of a solo 401(K) plan.
The Invest Account Services are offered by Carry Advisors and DriveWealth. The Invest Account Services can be accessed through the Invest Application, which is a segregated module within the Vibes Application, licensed by Vibes to Carry Advisors. Carry Advisors provides investment advisory services directly to you through the Invest Application, and it utilizes Vibes as a technical service provider to host the Invest Application and the Invest Web Pages on its behalf. To be clear, Vibes does not provide any investment advisory services to customers; these services are solely provided by Carry Advisors, an SEC registered investment adviser, as further described in the Carry Investment Advisors Discretionary Investment Advisory Agreement (the “Advisory Agreement”).
Both Vibes and Carry Advisors do not hold any funds; any funds that you may add/transfer to your Invest Account are solely held by DriveWealth.
To participate in the Invest Account Services, you must (i) complete the account registration and verification process, (ii) your account must have a positive balance, and (iii) you must agree to a variety of separate agreements and disclosures which are housed in the Vibes “Policy Center” link appearing in the footer of the Website or in the settings page of the Vibes Application (the “Disclosure Library”). These documents include, without limitation, the Advisory Agreement, these Terms of Service, Form ADV Part 2, the Customer Relationship Summary, the DriveWealth Disclosures and Disclaimers, the DriveWealth Terms of Use, the DriveWealth Customer Account Agreement, the DriveWealth Cash Management Program Disclosure Statement, the DriveWealth W9 Agreement, and the DriveWealth Privacy Policy. Participation in the Invest Account Services is subject to approval by Carry Advisors and DriveWealth, and the required Invest Account Services agreements and disclosures are subject to change at any time. Any revisions to existing disclosures and agreements or new disclosures and agreements will be posted in the Disclosure Library available on the Website and in the Vibes Application.
If you are eligible to participate in the Invest Account Services, you may move funds from your deposit account to your Invest Account held at DriveWealth and back from your Invest Account to your deposit account. Funds transferred from your deposit account to your Invest Account will be available within two business days although in many cases transfers may be available much sooner. Funds transferred from your Invest Account to your deposit account will also be available within two business days although in many cases transfers may be available much sooner.
When you instruct Carry Advisors to fund your Invest Account at DriveWealth through the Invest Application, you are authorizing us to transfer the specified amount of funds from your deposit account to your Invest Account. When you set up recurring investments through the Invest Application, you also authorize us to transfer the corresponding amount of funds from your deposit account to your Invest Account. If you register for any new funding account(s) in the future through the Vibes Application that you wish to connect to your Invest Account, you authorize us to transfer funds from those accounts to your Invest Account, and vice versa, in the manner previously described. When you instruct Carry Advisors to sell securities on your behalf through the Invest Application, you are also authorizing Carry Advisors to direct DriveWealth to sell the applicable securities, and, if you decide not to reinvest the proceeds from the sale of securities in new securities nor retain the funds in the DriveWealth Invest Account pending other securities acquisitions, and instead choose to withdraw them, you are authorizing Carry Advisors and DriveWealth to transfer the proceeds from such sale from your Invest Account at DriveWealth to your deposit account.
In the event your Invest Account is canceled, closed, or terminated for any reason (either by you or by Carry Advisors), a wind-down fee of $5.00 or less may be charged to any Invest Accounts with a balance amount less than $5.00. The wind-down fee will be deducted from your Invest Account balance(s).
If you select any Vibes Plan that includes Invest Account Services, then you authorize Vibes to disclose your personal information to Carry Advisors and DriveWealth as necessary for Carry Advisors and DriveWealth to provide the Invest Account Services and any related services.
Terms of Use, Carry Investment Advisors Privacy Statement and DriveWealth Privacy Policy.
The Terms of Use, the Carry Investment Advisors Privacy Statement (“Privacy Statement”) and the DriveWealth Privacy Policy are incorporated by reference into these Terms of Service. If you do not agree to these Terms of Service, then do not register for or otherwise use any of the Invest Account Services. Your use of the Invest Account Services constitutes your acceptance of these Terms of Service. We may change or update these Terms of Service at any time by posting such changes on the Website, including the Invest Web Pages, and the Vibes Application, including the Invest Application. It is your responsibility to periodically review these Terms of Service for any changes. Your continued use of the Invest Account Services after any changes are posted shall constitute your acceptance of such changes. If you do not agree with any such changes, you should promptly cancel your Invest Account Services.
We reserve the right to change, modify, add to, discontinue, or retire the Invest Account Services and/or any aspect or feature of the Invest Account Services at any time. We will provide notice of any changes to the Invest Account Services by posting them on the Website including the Invest Web Pages, and the Vibes Application, including the Invest Application. If you are not satisfied with any changes to the Invest Account Services, you have the right to change your Vibes Plan or terminate your Invest Account or Vibes Account at any time as of the end of your billing period as described under the heading “Plans and Features” in the Terms of Use, which is available on the Website.
Representations and Warranties by You
By using the Invest Account Services, you represent that (i) you are a natural person; (ii) you are at least 18 years of age (or older if you reside in a state where the age of majority is older); and (iii) your access to or use of the Invest Account Services does not violate applicable laws.
By signing up for an Invest Account, you represent and warrant that you have provided us (or Vibes) with your valid Social Security Number (or last 4 digits in some cases) and that any other identifying information that may be submitted by you in order to verify your identity as well as all billing information submitted by you is also true, correct, and complete. In addition, you authorize your wireless operator to disclose your mobile number and other subscriber details, if available, to Vibes, Carry Advisors and their service providers during the term of these Terms of Service, solely for identity verification and fraud avoidance purposes. Refer to the Privacy Statement for information about how we use your data.
Conduct.
As a condition of your use of Invest Account Services, the Invest Web Pages, and/or the Invest Application, you represent, warrant and covenant that you will not use the Invest Account Services, the Invest Web Pages, and/or the Invest Application for any purpose that is unlawful or prohibited by these Terms of Service. You understand, agree, and acknowledge that you may not and warrant that you will not (i) intentionally interfere with, alter, or damage operation of the Invest Account Services, the Invest Web Pages, the Invest Application, or any user’s enjoyment of either the Invest Account Services, the Invest Web Pages, or the Invest Application by any means; (ii) attempt to gain unauthorized access to the Invest Account Services, the Invest Web Pages, the Invest Application, or any part of either the Invest Account Services, the Invest Web Pages, or the Invest Application, or other accounts, computer systems, or networks connected to the Invest Account Services, the Invest Web Pages, or the Invest Application; or (iii) disable, circumvent, or otherwise interfere in any way with Carry Advisors’ security-related features.
Intellectual Property Rights.
By submitting any information to Carry Advisors through your access to and use of the Invest Account Services (each, a “Submission”), you are licensing that Submission to Carry Advisors solely for the purpose of providing the Invest Account Services, and you represent that you are entitled to do so for this purpose. Further, if you respond to any surveys or interviews about the Invest Account Services or provide feedback about any Carry Advisors prototype products and services (collectively, “Feedback”), then you agree that Carry Advisors, in its sole discretion, can use that Feedback in any way, including in future enhancements and modifications to the Invest Account Services. You hereby grant to Carry Advisors and its assigns a perpetual, worldwide, fully transferable, sub-licensable, fully paid-up, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Submission and the Feedback in any manner for any purpose, whether in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party. We retain all right, title, and interest (including all copyright, trademark, patent, trade secrets and all other intellectual property rights) in our Invest Account Services, the Invest Web Pages, and the Invest Application, as well as our trademarks, service marks, designs, logos, URLs, and trade names that are displayed in connection with our Invest Account Services, the Invest Web Pages, and the Invest Application.
Privacy.
PLEASE REVIEW THE PRIVACY STATEMENT CAREFULLY. You agree that we may use your Personal Information in accordance with our Privacy Statement, which is incorporated by reference into these Terms of Service. You expressly authorize Carry Advisors, its agents, and its employees to obtain various information about you (or about any minor child that you have enrolled) as we deem reasonably necessary or desirable in the course of delivering the Invest Account Services.
Moreover, by using the Invest Account Services, the Invest Web Pages, and/or the Invest Application, you acknowledge and agree that perfect security does not exist, internet transmissions may not be secure, and that a third party may intercept information that you provide to or receive from the Invest Web Pages and/or the Invest Application, despite our efforts to protect any such transmissions. You further agree you will protect your Personal Information, as that term is used in the Privacy Statement, in a reasonable way at all times. Accordingly, you will not recklessly disclose or publish your Personal Information. You also agree that you will, upon request from us, immediately remove from your computer or mobile device any software that we notify you poses a security risk. You are responsible for maintaining the confidentiality of any password associated with your use of the Invest Account Services, as well as any activity within the Invest Account Services using your password(s).
Disclosure and Consent to Electronic Communications.
A. Your Consent to Receive E-Communications. By opening your Invest Account and accepting these Terms of Service, you consent to receiving electronic communications, which include any disclosure, notice, agreement, statement, schedule of fees, explanation of services, inquiry responses, or any other communication regarding any account, product or service provided to you, directly or indirectly, by Vibes, Carry Advisors, and/or DriveWealth (collectively, “E-Communications”).
B. Email Addresses/Mobile Devices. You agree that we may provide E-Communications to you via email or by posting them to the Invest Web Pages or delivering them to you via the Invest Application. E-Communications sent via email will be delivered to the email address registered to your Vibes Account and/or Invest Account. If an E-Communication is sent via email and is returned as undelivered, we may use any other email address that we have for you, or deliver the E-Communication to you via the Invest Application. You may update your email address within the Application or by emailing support@ochoadvisors.com. Unless otherwise required by law, you agree that any E-Communication will be deemed received by you when sent by any means set forth above.
C. Withdrawal of Consent. You may withdraw your consent to receive E-Communications by contacting Carry Advisors at support@ochoadvisors.com. The withdrawal of your consent to E-Communications will result in the immediate closing of your Invest Account and cessation of all related Invest Account Services. You may unsubscribe to marketing e-mail communications by clicking “Unsubscribe” at the bottom of any marketing email.
D. Printed Copies. You may contact support@ochoadvisors.com to request a paper copy of any communication provided electronically. Paper copies of electronic communications cost $5.00 per Invest Account, which may be charged by Vibes or Carry Advisors to any payment method on file. Carry Advisors may, in its discretion, close your Invest Account and cease all related Invest Account Services in the event of routine or multiple requests for paper copies of E-Communications.
E. System Requirements. In order to properly access and retain your E-Communications you must have (i) a personal computer (with monitor) or mobile device capable of accessing the Internet, displaying visual content, and sending and receiving emails; (ii) access to a printer capable of printing copies of emails, Invest Web Pages or Invest Application content for your records (if you desire paper records); (iii) sufficient computer or mobile device hard drive, or cloud-based storage capability, capable of storing data, if you wish to store E-Communications; (iv) an Internet browser that supports 128-bit encryption; and (vi) a software program that accurately displays PDF files. For E-Communications provided in PDF format, Adobe Acrobat Reader 6.0 or later versions is required, a free copy of which may be obtained from the Adobe website at www.adobe.com. If any of the above system requirements change, and we believe that such change may create a material risk that you will be unable to access E-Communications, Carry Advisors will notify you of the new hardware/software requirements.
F. Telephone and Text Communications. By opening your Invest Account and accepting these Terms of Service, you agree that we may call or send text messages to you regarding your Invest Account using any contact information relating to your Invest Account, including any telephone number (i) you have provided to us; (ii) from which you have called us; or (iii) which we obtained and at which we reasonably believe we can reach you. You agree we may call or text any of these telephone numbers using an automatic telephone dialing system or an artificial or prerecorded voice. You agree to promptly notify us if you change any telephone number contact you provide to us.
Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, OCHO ADVISORS (INCLUDING OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), OUR AFFILIATES, SUBSIDIARIES, AND SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU FOR: DELAYS OR MISTAKES RESULTING FROM ANY CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOVERNMENTAL AUTHORITIES, NATIONAL EMERGENCIES, INSURRECTION, WAR, OR RIOTS; LOSS OF PROFITS, DATA, GOODWILL, OR ANY OTHER INTANGIBLE LOSSES; COMMUNICATION SYSTEM FAILURES OR ANY FAILURES OR MALFUNCTIONS ATTRIBUTABLE TO YOUR EQUIPMENT, INCLUDING YOUR MOBILE PHONE OR OTHER DEVICE, ANY INTERNET SERVICE, ANY MOBILE PHONE NETWORK OR ANY OTHER COMMUNICATION NETWORK, OR ANY PAYMENT SYSTEM. WITHOUT LIMITING THE FOREGOING LIMITATION OF LIABILITY PROVISIONS, IN THE EVENT THAT WE ARE HELD LIABLE FOR DAMAGES TO YOU IN A COMPETENT LEGAL PROCEEDING, YOU WILL ONLY BE ENTITLED TO RECOVER YOUR ACTUAL DAMAGES. IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXTRAORDINARY, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE), EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL NOT BE EFFECTIVE TO THE EXTENT OTHERWISE REQUIRED BY LAW. TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT YOUR RECOVERY FOR ANY ALLEGED NEGLIGENCE OR MISCONDUCT BY OCHO ADVISORS SHALL BE LIMITED TO THE TOTAL AMOUNT TRANSFERRED INTO YOUR INVEST ACCOUNT.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, IN NO EVENT SHALL THESE TERMS OF SERVICE CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT YOU MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS TO PURSUE A REMEDY BY OTHER MEANS IF AND TO THE EXTENT SUCH RIGHTS CANNOT BE WAIVED OR LIMITED.
Choice of Law.
These Terms of Service and any Invest Account Services provided hereunder will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any laws that would direct the choice of another state’s laws and, where applicable, will be governed by and construed in accordance with the federal laws of the United States.
Disclaimer of Warranties.
SUBJECT TO THE LAST PARAGRAPH UNDER THE HEADING “LIMITATION OF LIABILITY” AND EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THESE TERMS OF SERVICE, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, REGARDING THE INVEST ACCOUNT SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE AVAILABILITY OR OPERATION OF THE INVEST ACCOUNT SERVICES OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE INVEST ACCOUNT SERVICES IS AT YOUR OWN RISK.
Monthly Advisory 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 (the “Plan Fees”). 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.
Your wireless carrier may charge fees for your data usage in connection with your use of Invest Account Services. The service fees for your Invest Account and your access to the Invest Account Services are unrelated to any other fees that may be charged to you by a third party arising from your use of Invest Account Services. Additional information about the fees for using the Invest Account Services are available in the Advisory Agreement which is located in the Disclosure Library.
Indemnification.
You agree to defend, indemnify, and hold harmless Vibes, Carry Advisors, and their respective officers, directors, agents, affiliates, subsidiaries, joint ventures, licensees, employees, shareholders, and any third-party partners, from and against all damages, expenses, losses, costs, or any other claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service, or your violation of any law or regulation, or the rights of any third party.
Term and Termination.
You understand and agree that Carry Advisors has the absolute right to terminate these Terms of Service, in Carry Advisors’ sole discretion, for any reason, at any time. You will be notified in the event that Carry Advisors exercises this termination right within five (5) business days of such decision, but the termination will be effective immediately, regardless of whether you have read or received such notification. Unless terminated by you, your enrollment in the Invest Account Services shall automatically continue indefinitely.
You may terminate these Terms of Service at any time by emailing Carry Advisors Customer Service at support@ochoadvisors.com and closing your Invest Account(s) at any time according to the above procedures.
If these Terms of Service are terminated, whether by you or Carry Advisors, your Invest Account will also be closed in accordance with the Advisory Agreement. In addition, your investments will be sold by DriveWealth and any proceeds, less applicable expenses, will be distributed to you. Your right to use and access the Invest Account Services is personal to you and is not transferrable by you to any other person or entity. Neither these Terms of Service, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by you without our prior written permission. Any purported assignment without such permission shall be void.
These Terms of Service are solely and exclusively between you and Carry Advisors and you acknowledge and agree that (i) no third party, including any third-party partner or service provider of Carry Advisors is a party to these Terms of Service, and (ii) no third party, including any third-party partner or service provider of Carry Advisors, has any obligations or duties to you under these Terms of Service.
Any waiver of our rights under these Terms of Service must be in writing, signed by Carry Advisors, and any such waiver shall not operate as a waiver of any future breach of these Terms of Service. Our failure to exercise any rights or enforce any of these Terms of Service is not a waiver of such right or term.
In the event any portion of these Terms of Service is found to be illegal or unenforceable, such portion shall be severed from these Terms of Service to the minimum extent necessary, and the remaining terms shall be separately enforced so that these Terms of Service shall otherwise remain in full force and effect to the fullest extent permitted by law.
You warrant to Carry Advisors, as a condition to your use of Invest Account Services, the Invest Web Pages, and/or the Invest Application, that your use of the Invest Account Services, the Invest Web Pages, and/or the Invest Application shall at all times comply with all applicable laws, rules, and regulations. You are only entitled to use and access the Invest Account Services, the Invest Web Pages, and the Invest Application for lawful purposes.
These Terms of Service, and all documents incorporated into these Terms of Service by reference including the documents linked below, constitute the entire agreement between you and Carry Advisors with respect to this subject matter and supersede any and all prior or contemporaneous or additional communications, negotiations, or agreements with respect thereto. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability, and general provisions shall survive any termination of these Terms of Service.
Carry Advisors Discretionary Investment Advisory Agreement
DriveWealth Privacy Policy