Terms of Use

ProNvest dba Future Capital
Terms of Use

Last updated: 12-1-20

Future Capital is a trade name of ProNvest, Inc. Please read these Terms carefully before using the website or services offered by ProNvest, Inc. d/b/a Future Capital, a Delaware corporation and an investment adviser registered with the United States Securities and Exchange Commission ( “SEC”), and its affiliates (“ProNvest d/b/a Future Capital,” “we,”“our,” “us”). By using https://futurecapital.com (the “Website”) or other features, services, products, or applications offered (collectively, the“Services”), you (“user,” “you”) agree to be bound by these Terms of Use (the“Terms”).

By using our Website or Services, you agree to these Terms, including the mandatory arbitration provision, jury trial waiver, and class action waiver in Section 11, below.
If you do not agree to these Terms, do not use the Website or Services. Use of the Website or Services in any way after a change to the Terms is effective means that you agree to all of the changes.
If you have any questions about these Terms,please contact us at: support@futurecapital.com.

1. PRIVACY
For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

2. ELIGIBILITY
If you are under 18 years of age (or the age of legal majority where you live), you may use our Website or Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Website and Services. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You hereby certify you are legally permitted to use the Website and Services, and take full responsibility for the selection, access, and use of the Website and Services.
3. CHANGES TO THE TERMS OF USE
We reserve the right in our sole discretion to revise and update these Terms, in whole or in part, at any time. Such changes will be effective immediately upon posting and apply to all access to and use of the Website andServices thereafter. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. The “Last Updated” section at the top of this page serves as notice to you of the last date of modification of these Terms. Your continued use of the Website and Services following the posting of revised Terms means that you accept and agree to the changes.

4. OWNERSHIP; LIMITED LICENSE
The Website and Services, including any web applications, text, images, photographs,illustrations, graphics, videos, and other content contained therein, are owned by us or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Website and Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive,non-transferable, non-sublicensable, revocable license to access and use our Website and Services for your own personal, non-commercial use. Any use of the Website and Services without our prior written permission, other than as specifically authorized herein, is strictly prohibited, will terminate the license granted herein, and violate our intellectual property rights.

5. TRADEMARKS
Future Capital, ProNvest, the ProNvest and Future Capital logos,and all related names, logos, product and service names, designs and slogans are trademarks or registered trademarks of ProNvest or its affiliates or licensors in the United States and in other countries. You may not copy,imitate or use, in whole or in part, such marks without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Website or Services are the property of their respective owners.

6. COPYRIGHT INFRINGEMENT
If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please notify us immediately. You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our designated agent at 1110 Market Street,Suite 402, Chattanooga, Tennessee 37402, USA, Attn: K. Blackwell, and support@futurecapital.com, with the information required in 17 U.S.C. § 512(c)(3). In appropriate circumstances, we will terminate the accounts of repeat infringers.

7. THIRD PARTY CONTENT
We may provide information about third-party products, services,activities or events, or we may allow third parties to make their content and information available on or through the Website or Services. We provide third-party information as a service to those who may be interested in such content. We do not control or endorse, and make no representations,guarantees, or warranties regarding the quality, performance, accuracy, or reliability of any third-party product, service, or other material. Your access to and use of any third-party product, service, website, or other third-party material is governed exclusively by the third party’s terms, policies, and practices, as well as any other agreement you may have with the third party.YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU IN ANY WAY IN CONNECTION WITH THIRD-PARTY WEBSITES, PRODUCTS, SERVICES, OR OTHER CONTENT,MATERIALS, OR INFORMATION.

8. DISCLAIMERS
YOUR USE OF OUR WEBSITE AND SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, OUR WEBSITE AND SERVICES AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.IN ADDITION, COMPANY DOES NOT REPRESENT OR WARRANT THAT OUR WEBSITE OR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE COMPANY ATTEMPTS TO MAKE YOUR USE OF OUR WEBSITE OR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR WEBSITE OR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE AND SERVICES.

9. LIMITATION OF LIABILITY
IN NO EVENT WILL PRONVEST D/B/A FUTURE CAPITAL, OUR AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, RELIANCE ON ANY THIRD PARTY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE),BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. INDEMNIFICATION
You agree to defend, indemnify and hold harmless ProNvest d/b/a Future Capital, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors,suppliers, successors and assigns from and against any claims, liabilities,damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Website or Services, including, but not limited to any use of the Website’s content, services and products other than as expressly authorized in these Terms or your use of any information obtained from use of the Website and Services.

11. DISPUTE RESOLUTION; BINDING ARBITRATION
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us, to the extent allowed by law,and limits the manner in which you can seek relief from us. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

CLASS ACTION WAIVER
You agree that any dispute arising out of or related to these Terms or our Website or Services is personal to you and ProNvest d/b/a Future Capital, and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
ARBITRATION OF DISPUTES; WAIVER OF JURY TRIAL
Except for small claims disputes in which you or we seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or we seek injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and ProNvest d/b/a Future Capital waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Website and Services resolved in court.

Instead, for any dispute or claim that you have against us or relating in any way to the Website or Services, you agree to first contact us and attempt to resolve the claim informally, by sending a written notice of your claim (“Notice”) by email to support@futurecapital.com. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If a mutually acceptable agreement to resolve the claim is not reached within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or,under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator.

Arbitration proceedings will be held in Chattanooga, Tennessee, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

Y
ou and ProNvest d/b/a Future Capital agree that these Terms affect interstate commerce and that the enforceability of this Section 11 will be governed by the Federal Arbitration Act, 9 U.S.C. § 1,et seq. (the “FAA”), to the maximum extent permitted by applicable law. Aslimited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court,including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

We, the arbitrator, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards,including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You agree that for any arbitration you initiate,you will pay the filing fee and we will pay the remaining JAMS fees and costs.For any arbitration initiated by us, we will pay all JAMS fees and costs.You agree that the state or federal courts of the State of Tennessee and the United States sitting in Hamilton County,Tennessee have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Website or Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that neither you nor us will have the right to assert the claim.

If any portion of this Section 11 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 11 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 11; and (c) to the extent that any claims must therefore proceed on a class, collective,consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. If any part of this Section 11 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 11 will be enforceable.

12. GOVERNING LAW AND JURISDICTION
All matters relating to our Website, our Services, and these Terms, andany dispute or claim arising therefrom or related thereto (in each case,including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule(whether of such state or any other jurisdiction). Venue for all actions related to these Terms shall be in courts located in Chattanooga, Tennessee.The parties consent to the personal jurisdiction and subject matter jurisdiction of such courts. Further, the parties waive any defenses of lack of personal or subject matter jurisdiction and improper venue related to the validity, enforceability, and damages and injunctions that may result from breach of these Terms.

13. WAIVER AND SEVERABILITY
No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

14. ENTIRE AGREEMENT
These Terms and our Privacy Policy, together with any Client Subscription Agreement, IRA Services Agreement, or other agreement to which you and ProNvest d/b/a Future Capital are parties, constitute the sole and entire agreement between you and us with respect to the Website and Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website and Services.You may not assign, transfer or sublicense these Terms to anyone else and any attempt to do so is in violation of this section and will be null and void.

15. MISCELLANEOUS
The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
You consent and agree to receiving electronic communications from us via your email address or notices on ourWebsite. You are responsible for providing us with a current email address and updating your email address when necessary. To the greatest extent permitted by law, all notices, agreements, disclosures, or other communications that we provide to you electronically shall satisfy any legal requirement that such communication would satisfy if it were delivered in a written hardcopy.
2. Limited Power of Attorney. You appoint ProNvest dba Future Capital to provide discretionary Account management and act as your agent and attorney-in-fact with limited power and authority to act for and on behalf of you to buy, sell, and otherwise effect investment transactions in the name of your Account, without an obligation for us to first consult with or to notify you. You further authorize us, upon your request or instruction, to deposit funds and assets into the Account, withdraw funds or assets from the Account, and initiate rollovers or other transfers of assets between accounts. Nocash or securities or any property will be paid or delivered to us, except fees as provided in Section 5. This Limited Power of Attorney will continue until this Agreement is terminated as provided in Section 6 or we receive notice of Client’s death or judicially determined incompetence.
3. Third-Party Account Information. You permit us to link to your third-party financial accounts to the extent necessary to enable your access to or use of the Services. These linked accounts allow us to access relevant information regarding your holdings and balances (“Third-Party Account Information”). Third-Party Account Information may include personally identifiable information, which we process and handle in accordance with our Privacy Policy. It is your responsibility to ensure the truth, accuracy, and completeness of the information that we receive from your third-party accounts. You agree that ProNvest will access your Third-Party Account Information as your agent and that ProNvest is not responsible for the Third-Party Account Information and your relationship with any third-party provider, which is governed by the agreement(s)between you and such third-party provider.
4. Your Responsibilities. We rely on the information you submit to us in order to provide you with our Services. You are solely responsible for: (i) providing true, accurate, and complete information; (ii) notifying us of any material change in your information or circumstance that might affect the manner in which your account should be invested (whether financial circumstance, investment objective, risk tolerance, or otherwise); (iii) notifying us immediately if you have knowledge of or suspect any unauthorized use of your information.You are further responsible for determining the suitability of your investments and strategies. You understand that the Services are not a substitute for seeking more specific or personalized advice regarding the investments and strategy appropriate for your risk tolerance, financial circumstances, and objectives. You agree that all personal and financial information that you provide to us is true and correct and may be relied upon by us and the Independent Adviser in providing services under this Agreement.You understand and acknowledge that withdrawing amounts from your Account may impair achievement of your investment objectives. You agree to promptly notify us of any withdrawals you make from your Account. Neither we nor the Independent Adviser will have any duty, obligation, or right to advise with respect to or inquire about any such withdrawals.
5. Fees. For our Services under this Agreement, we will charge fees quarterly at a rate of 0.125% of the fair market value of the securities in your Account on the last business day of the quarter. With respect to the quarter in which you first enter into this Agreement, the fee will be pro-rated based on the date that we first manage your Account. You will receive a notice showing the amount of the fee assessed for each applicable period. You hereby authorize the independent custodian to deduct from your Account the fee for each period as calculated by us and remit it to us. You acknowledge that you may be required to pay and/or your Account may be charged other fees, such as brokerage and custodial fees, which are in addition to those charged under this Agreement. We will be responsible for compensating the Independent Adviser; you will not be required to pay any additional fees to the Independent Adviser.
6. Termination. You may terminate this Agreement at any time by contacting us at 1-866-738-5125 or at support@futurecapital.com. If you cancel this Agreement, you will not be entitled to a refund of any fees already paid. We, in our sole discretion and for any reason, may immediately suspend or terminate this Agreement and/or your rights to access or use your Account at any time and upon notice to you. Reasons for termination may include but are not limited to our belief that have violated this Agreement or the Terms of Use or any inability of us to provide you with the Services.You agree that we will have no liability to you for suspension or termination.Cancellation or termination of this Agreement will not affect the validity of any action previously taken by either party under this Agreement or any liabilities or obligations incurred prior to termination, including your obligation to pay fees and expenses incurred before termination.
7. No Other Responsibilities. Neither ProNvest dba Future Capital or the Independent Adviser have no responsibility with respect to your Account other than those expressly stated in this Agreement, and have no responsibility with respect to the voting of proxies for or determination on any other legal matter with respect to the securities in which your Account is or was invested. Securities in your Account will be held by the independent custodian. The independent custodian will provide you with periodic statements that set forth the securities and cash positions in your Account and the transactions in your Account during the applicable period.
8. Acknowledgement of Costs and Risks. ALL INVESTMENTS INVOLVE RISKS,INCLUDING BUSINESS, ECONOMIC, MARKET, POLITICAL, AND GEOPOLITICAL RISKS. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE SUCCESS. YOUR ACCOUNT MAY LOSE MONEY, INCLUDING PRINCIPAL, AND YOUR INVESTMENTS WILL FLUCTUATE DEPENDING ON MARKET CONDITIONS.YOU ACKNOWLEDGE THE INVESTMENT APPROACH, RISK FACTORS, AND FEES AND COSTS ASSOCIATED WITH THE INVESTMENT OF THE SECURITIES IN YOUR ACCOUNT AND THAT YOUR INVESTMENTS MAY DECLINE INVALUE.
9. Limitation of Liability. To the fullest extent permitted by state and federal securities laws and regulations or the Employee Retirement Income Security Act of 1974(“ERISA”), as applicable, and excepting our negligence, willful misconduct, or violation of applicable law, you agree that ProNvest, the Independent Adviser, and their respective directors, officers, stockholders, employees, and agents will not be liable for any act, omission, or error of judgment with respect to the Services, including but not limited to any loss in market value of the securities in your Account resulting from either our services or the Independent Adviser’s services hereunder, whether due to error of judgment or otherwise. Federal and state securities laws and ERISA impose liabilities under certain circumstances on persons who act in good faith and nothing herein shall constitute a waiver or limitation of your rights under federal or state securities laws or ERISA.
10. Indemnification. You agree to indemnify, defend, and hold ProNvest dba Future Capital and its affiliates, officers, directors, agents, licensors, and employees harmless from any liability, loss, cost, claim, and expense, including attorney’s fees, related to or arising from your use of the Services, including but not limited to your: (i) failure to provide true and accurate information or to update such information; (ii) violation of this Agreement; (iii) violation of applicable law or regulation; or (iv) violation of the rights of a third party. Notwithstanding the foregoing, this Section 10 will not affect your non-waivable statutory rights.
11. PRE-DISPUTE ARBITRATION AND CLASS ACTION WAIVER.
BY ENTERING INTO THIS AGREEMENT, YOU AND PRONVEST DBA FUTURE CAPITAL ARE GIVING UP THE RIGHT TO: (I) SUE EACH OTHER IN COURT,INCLUDING THE RIGHT TO A TRIAL BY JURY, AND (II) LITIGATE ON A CLASS BASIS, WHETHER CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.

YOU AGREE TO RESOLVE BY BINDING ARBITRATION ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, PERFORMANCE, TERMINATION, ENFORCEMENT, INTERPRETATION,OR VALIDITY THEREOF, INCLUDING THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE.

ANY ARBITRATION SHALL BE CONDUCTED BEFORE JUDICIAL ARBITRATION AND MEDIATION SERVICES (“JAMS”) PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. YOU AGREE THAT ANY ARBITRATION HEARING WILL BE HELD IN HAMILTON COUNTY, TENNESSEE,AND APPLY THE SUBSTANTIVE LAW OF TENNESSEE TO ALL STATE LAW CLAIMS. YOU AGREE TO THE PERSONAL JURISDICTION OF THE COURTS LOCATED IN HAMILTON COUNTY, TENNESSEE TO INTERPRET AND ENFORCE THESE ARBITRATION PROVISIONS. DISPUTES WILL NOT BE RESOLVED IN ANY OTHER FORUM OR VENUE.

ANY ARBITRATION WILL BE CONDUCTED BY A RETIRED JUDGE WHO IS EXPERIENCED IN RESOLVING DISPUTES REGARDING THE SECURITIES INDUSTRY. PRE-ARBITRATION DISCOVERY WILL BE LIMITED TO THE GREATEST EXTENT ALLOWED BY THE JAMS RULES. ANY ARBITRATION AWARD WILL NOT INCLUDE FACTUAL FINDINGS, CONCLUSIONS OF LAW, OROTHER WRITTEN EXPLANATION OF REASONS FOR THE AWARD. THE ARBITRATOR MAY NOT AWARD CONSEQUENTIAL OR PUNITIVE DAMAGES(UNLESS AND ONLY TO THE EXTENT SUCH DAMAGES ARE STATUTORILY REQUIRED TO BE AN AVAILABLE REMEDY FOR AN ASSERTED CLAIM). THE ARBITRATOR SHALL ALLOCATE THE COSTS OF ARBITRATION IN THE AWARD,INCLUDING ARBITRATOR FEES AND REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY. ANY AWARD BY THE ARBITRATOR WILL BE FINAL AND BINDING.

YOU UNDERSTAND THAT STATE AND FEDERAL LAW LIMITS YOUR RIGHT TO APPEAL OR SEEK MODIFICATION OF AN AWARD OR RULING BY THE ARBITRATOR. STATE AND FEDERAL STATUTES OF LIMITATION, REPOSE, OROTHER LAWS AND REGULATIONS MAY PROVIDE A TIME LIMIT IN WHICH YOU MUST BRING A CLAIM, AND YOU AGREE THAT THESE TIME LIMITS WILL APPLY TO ANY ARBITRATION PROCEEDING BROUGHT UNDER THIS AGREEMENT TOTHE SAME EXTENT SUCH TIME LIMITS WOULD BE BARRED IF BROUGHT IN ASTATE OR FEDERAL COURT.

THIS ARBITRATION PROVISION WILL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH APPLICABLE FEDERAL LAW, INCLUDING THE FEDERAL ARBITRATION ACT (FAA).

12. No Legal or Tax Advice; Legal Status.
We do not provide legal, tax, or accounting advice. It is your responsibility to seek advice regarding your individual financial circumstances from an attorney, accountant, advisor, or other relevant professional.ProNvest and the Independent Adviser each is an investment adviser registered with the Securities and Exchange Commission under the Advisers Act. To the extent a retirement plan is subject to ERISA or Section 4975 of the Internal Revenue Code: (i)we acknowledge that we are a fiduciary with respect to the appointment of the Independent Adviser under this Agreement; and (ii) the Independent Adviser acknowledges that it is a fiduciary with respect to the investment advice it provides under this Agreement. Recommendations will be implemented pursuant to advice provided by the Independent Adviser and not as a result of our exercise of discretionary authority, control, or responsibility. You understand that the relationship between ProNvest dba Future Capital and the Independent Adviser is that of independent contractors. The parties hereto agree that the Independent Adviser is a third-party beneficiary of this Agreement, and that their agreements hereunder in respect of the Independent Adviser are binding on and legally enforceable by the Independent Adviser against you.
13. IRA Rollover Disclosure.The SEC’s Standards of Conduct for Investment Advisers require registered investment advisers, among others, to provide clients with advice that is in their best interest. This Section 13 is meant to provide you with information concerning advantages,disadvantages, and alternatives that you should consider when deciding whether to rollover assets in your employer sponsored retirement account (ESRA) into an IRA.Typically, you have the following options regarding your ESRA assets:1. Keep the assets in your ESRA (or rollover to a new ESRA, where applicable and permitted).2. Rollover the assets into an IRA. The assets can continue to grow on a tax-deferred basis and the rollover is not subject to federal or state taxes. Tax-deferred means you will pay federal and state taxes upon the amount you withdraw for retirement each year.3. Withdraw the assets and pay applicable taxes.Cashing out means the assets will not continue to grow on a tax-deferred basis, you will be required to pay federal and state taxes, and under certain circumstances, and an early withdrawal penalty may apply.You are not required to rollover any assets into an IRA, regardless of any recommendation we provide. If we recommend that you rollover ESRA assets into your IRA and you subsequently hire us to manage the IRA assets, we will earn an asset-based fee. If you leave or place the assets in an ESRA not managed by us, this will result in little or no compensation to us. If you leave or place the assets in an ESRA managed by us, we are compensated for asset management services in accordance with your contract. We have a duty under the law to act in your best interest exercising reasonable diligence, care, and skill in making a recommendation, despite any economic incentive that may exist for us to recommend a rollover or otherwise. Our recommendations are based on the information you provide to us regarding your risk tolerance, objectives, and financial circumstances.The information provided above is meant for general educational purposes only.Nothing contained herein should be taken as advice or a recommendation. You should consult tax and legal professionals for advice regarding your particular circumstances.We do not provide tax or legal advice of any kind.
14. Form ADV. You acknowledge receipt of Part 2 and Part 3 of ProNvest’s Form ADV also located on our website, here. Upon execution of this Agreement, ProNvest’s ADV Brochure and Client Relationship Summary will also be provided in electronic format through your Retirement Planning Portal account. You may request these documents in written form at any time.
15. Electronic Communication Consent; Electronic Signatures. To the greatest extent allowed by law, you consent to receive all communications and notices electronically via the email address you provide to us. You may request a paper copy of any electronic communication by contacting us at 1-866-738-5125. We reserve the right to charge a reasonable fee for producing and mailing the paper version(s). You may also withdraw your consent to receive electronic communications at any time by contacting us at the phone number listed above. You understand that withdrawing your consent could result in your access to certain of our services being restricted or terminated.You agree that your electronic signature, including but not limited to the use of a mouse,keypad, or other electronic device to select any icon, item, or button, constitutes your signature and is the legal equivalent of your manual signature on this Agreement. Yourintentional action in electronically accepting the terms of this Agreement and use of the Services are valid evidence of your consent to be legally bound by this Agreement. The use of an electronic version of these documents fully satisfies any requirement that they be provided to you in writing. You may contact us to obtain a record of the documents that you electronically accept through https://futurecapital.com.
16. Notice.(a) Notice to Client. All communications we send to your email address registered with us will be deemed as delivered and will constitute proper and effective notice. You agree that all notices, agreements, disclosures, documents, statements, data, records,and other communications that we provide to you electronically satisfy the same legal requirements that would be satisfied if such were provided in a hardcopy form. It is you responsibility to provide us with your correct email address and to update your email address when necessary.(b) Notice to ProNvest. Notice to us must be sent through a nationally recognized carrier via overnight delivery or first-class postage prepaid mail to: ProNvest dba Future Capital, Inc., Attn: Compliance, 1110 Market Street, Suite 402, Chattanooga, TN 37402.
17. Governing Law. This Agreement will be deemed to have been made in the State of Tennessee and to the maximum extent allowed by law, and in compliance with the Advisers Act, will be governed by the laws of the State of Tennessee, without reference to principles of conflicts or choice of laws.
18. Severability. If any provision of this Agreement is held invalid or unenforceable by reason of any law, rule, order, or judicial decision, such determination will have no effect on the validity of the remaining provisions of this Agreement.
19. No Waiver. No provision of this Agreement will be deemed waived, altered,modified, or amended unless agreed to in writing by us.
20. Amendment. This Agreement sets forth the entire understanding of the parties hereto with respect to the services to be provided to you by ProNvest dba Future Capital. Any and all previous agreements and understandings between us and you regarding the subject matter of this Agreement, whether written or oral, are superseded by this Agreement. We may amend this Agreement by providing you with thirty (30)days’ advance notice.
21. Assignment. We may assign our interests in this Agreement to a successor in interest to substantially all of its business or an affiliated company without your consent,provided that: (i) the proposed assignee agrees in writing to assume all of the assigning party’s obligations and a copy of the written assumption agreement is forwarded to thenon-assigning party; (ii) the assigning party promptly notifies the non-assigning party of such assignment; and (iii) such assignment is consistent with the Advisers Act.
1. Description of Services. ProNvest is an investment adviser registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940, as amended. Through our web-based retirement planner, we will manage your Employer Sponsored Retirement Account (“ESRA,” andherein “Account”) and provide related advisory services (collectively, the“Services”). You will receive discretionary asset allocation and fund selection services based on the personal and financial information you provide to us. Your assets shall be held by an independent custodian. “Discretionary” asset allocation means assets will be bought and sold for your Account without your approval of each trade. Your investment portfolio will be rebalanced to the target asset allocation at least once per quarter.

When we manage your Account, we create an investment portfolio with a diversified mix of mutual funds in an effort to balance risk and return. Recommendations are based on a glide path approach, adjusted for your age,retirement horizon, and the investment strategies (aggressive, moderate, or conservative) selected by you. Recommendations are further adjusted based on current balance, income, contribution level, and other assets which potentially impact your ability to reach your retirement goals. For clients with a longer retirement horizon, portfolios are created with more volatility and higher return potential (designed for capital appreciation). For clients with a shorter retirement horizon, portfolios are created with lower volatility and lower return potential (designed for capital preservation). At any time, you may accept, modify, or reject a recommended investment strategy. You have access to our team of professional retirement counselors and other investment and retirement planning resources, including our GAP analysis tools, account and market data, and support for your outside accounts.

2. Power of Attorney.  You appoint ProNvest to provide discretionary Account management and act as your agent and attorney-in-fact with limited power and authority to act for and on behalf of you to buy, sell, and otherwise effect investment transactions in the name of your account. Nocash or securities or any property will be paid or delivered to ProNvest, except fees as provided in Section 8. This power of attorney will continue until this Agreement is terminated as provided below or we have actual receipt of notice of a Client’s death or judicially determined incompetence.

3. Your Responsibilities. We rely on the information you submit to us in order to provide you with our Services. You are solely responsible for: (i) providing true, accurate, and complete information; (ii) notifying us of any material change in your information or circumstance that might affect the manner in which your account should be invested (whether financial circumstance, investment objective, risk tolerance, or otherwise); (iii) notifying us immediately if you have knowledge of or suspect any unauthorized use of your information.

You are further responsible for determining the suitability of your investments and strategies. You understand that the Services is not a substitute for seeking more specific or personalized advice regarding the investments and strategy appropriate for your risk tolerance, financial circumstances, and objectives.

4. Linked Accounts. To use the Services, you permit us to link to your third-party financial accounts. These linked accounts allow us to access relevant information regarding your holdings and balances (“Third-Party Account Information”). Third-Party Account Information may include personally identifiable information, which we process and handle in accordance with our Privacy Policy. It is your responsibility to ensure the truth, accuracy, and completeness of the information that we receive from your third-party accounts. We are not responsible for the Third-Party Account Information and your relationship with any third-party provider is governed by the agreement(s) between you and the third-party provider.

5. Electronic Communication Consent. To the greatest extent allowed by law, you consent to receive all communications and notices electronically via the email address you provide to us. You agree that all notices,agreements, disclosures, documents, statements, data, records, and other communications that we provide to you electronically satisfy the same legal requirements that would be satisfied if such were provided in a hardcopy form.

It is your responsibility to provide us with your correct email address and to update your email address when necessary. All communications we send to your registered email address will be deemed as delivered and will constitute proper and effective notice.  

You may request a paper copy of any electronic communication by contacting usat 1-866-738-5125. We reserve the right to charge a reasonable fee for producing and mailing the paper version(s). You may also withdraw your consent to receive electronic communications at any time by contacting us at the phone number listed above. You understand that withdrawing your consent could result in your access to certain of our services being restricted or terminated.

6. Subscription Renewal, Cancellation, and Termination. Your subscription to the Services will begin when you complete registration and will automatically continue on a month-to-month basis. You may cancel your subscription at any time by contacting us at 1-866-738-5125 or at support@futurecapital.com. If you cancel your subscription, you will not be entitled to a refund of any fees already paid.

ProNvest, in our sole discretion, may suspend or terminate this Agreement at any time and without notice. You agree that ProNvest will have no liability to you for suspension or termination. Cancellation or termination of this Agreement will not affect the validity of any action previously taken by either party under this Agreement or any liabilities or obligations incurred prior to termination, including your obligation to pay fees and expenses incurred before termination.

7. Fees. We will charge a monthly flat fee determined by the fair market value of the securities in your Account, calculated on the same day each month as your initial subscription date. Your fee information will be provided to you upon sign-up and is available to you at any time in your dashboard. Our current fees are as follows:

Monthly fee      Total account assets
$20.00                Each $50,000 under management
$9.00                  Any remaining account balance less than $50,000

For example, the fee for a client with an account balance of $110,000.00 is calculated as follows:
$0.01 – $50,000.00                 = $20.00
$50,000.00 – $100,000.00      = $20.00
$100,000.00 – $149,999.99    =   $9.00

Total Monthly Fee:  $49.00

8. Payment and Payment Services. You will be charged your first monthly fee upon subscribing to the Services and you will continue to be charged a monthly fee on the same day each month as your initial subscription date,unless this Agreement is suspended or terminated as set forth in Section 6. You understand that your subscription will automatically renew each month and you authorize us, without further notice to you, to collect the then-applicable fees using any credit card we have on record for you. If your credit card is declined for payment, we will notify you and may suspend or terminate your subscription unless and until you provide updated credit card information.

Credit card payment processing services are provided by Stripe, Inc. (“Stripe”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively,the “Stripe Services Agreement”). By using the Service, you agree to be bound by the Stripe Services Agreement, as may be modified by Stripe from time to time. As a condition to us enabling credit card payment processing services through Stripe, you agree to provide us with accurate and complete information about yourself and you authorize us to share any such information with Stripe,as well as transaction information related to your use of the Stripe payment processing services. We are not responsible for the performance of any third-party credit card processing or third-party payment services.

9. Disclaimers. ALL INVESTMENTS INVOLVE RISKS, INCLUDING BUSINESS,ECONOMIC, MARKET, POLITICAL, AND GEOPOLITICAL RISKS. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE SUCCESS. YOUR ACCOUNT MAY LOSE MONEY, INCLUDING PRINCIPAL,AND YOUR INVESTMENTS WILL FLUCTUATE DEPENDING ON MARKET CONDITIONS.

ASSET ALLOCATIONS AND DIVERSIFICATION DO NOT ELIMINATE RISK OF LOSS OR GUARANTEE SUCCESSFUL PERFORMANCE. PRONVEST MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE PERFORMANCE OF YOUR ACCOUNT, INCLUDING THE PROFITABILITY OF ACCOUNT ALLOCATIONS OR LIKELIHOOD OF ACHIEVING A PARTICULAR OUTCOME. FUNDS ARE NOT INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT ORANY AGENCY THEREOF, OR BY ANY STATE OR AGENCY THEREOF.

10. Limitation of Liability. To the fullest extent permitted by state and federal securities laws and regulations or the Employee Retirement Income Security Act of 1974 (“ERISA”), as applicable, and excepting our negligence,willful misconduct, or violation of applicable law, you agree that ProNvest and our respective affiliates, officers, directors, agents, licensors, and employees shall not be liable for any act, omission, or error of judgment with respect to the Services, including but not limited to any loss in market value of the securities in your Account resulting from the Services hereunder,whether due to error of judgment or otherwise. Federal and state securities laws and ERISA impose liabilities under certain circumstances on persons who act in good faith and nothing herein shall constitute a waiver or limitation of your rights under federal or state securities laws or ERISA.

11. Indemnification. You agree to indemnify, defend, and holdProNvest and its affiliates, officers, directors, agents, licensors, and employees harmless from any liability, loss, cost, claim, and expense,including attorney’s fees, related to or arising from your use of the Service,including but not limited to your: (i) failure to provide true and accurate information or to update such information; (ii) violation of this Agreement;(iii) violation of applicable law or regulation; or (iv) violation of the rights of a third party. Notwithstanding the foregoing, this section will not affect your non-waivable statutory rights.

12. No Legal or Tax Advice. We do not provide legal, tax, or accounting advice. It is your responsibility to seek advice regarding your individual financial circumstances from an attorney, accountant, advisor, or other relevant professional.

13. Form ADV.  Upon execution of this Agreement, ProNvest’s ADV Brochure will be provided in electronic format through your account. You may request our Form ADV in written form at any time.

14. PRE-DISPUTE ARBITRATION AND CLASS ACTION WAIVER.

BY ENTERING THIS AGREEMENT, YOU AND PRONVEST ARE GIVING UP THE RIGHT TO: (I)SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, AND (II)LITIGATE ON A CLASS BASIS, WHETHER CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.

YOU AGREE TO RESOLVE BY BINDING ARBITRATION ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, PERFORMANCE, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE.

ANY ARBITRATION SHALL BE CONDUCTED BEFORE JUDICIAL ARBITRATION AND MEDIATION SERVICES (“JAMS”) PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. YOU AGREE THAT ANY ARBITRATION HEARING WILL BE HELD IN HAMILTON COUNTY, TENNESSEE, AND APPLY THE SUBSTANTIVE LAW OF TENNESSEE TO ALL STATE LAW CLAIMS. YOU AGREE TO THE PERSONAL JURISDICTION OF THE COURTS LOCATED IN HAMILTON COUNTY, TENNESSEE TO INTERPRET AND ENFORCE THESE ARBITRATION PROVISIONS.DISPUTES WILL NOT BE RESOLVED IN ANY OTHER FORUM OR VENUE.


ANY ARBITRATION WILL BE CONDUCTED BY A RETIRED JUDGE WHO IS EXPERIENCED IN RESOLVING DISPUTES REGARDING THE SECURITIES INDUSTRY. PRE-ARBITRATION DISCOVERY WILL BE LIMITED TO THE GREATEST EXTENT ALLOWED BY THE JAMS RULES. ANY ARBITRATION AWARD WILL NOT INCLUDE FACTUAL FINDINGS, CONCLUSIONS OF LAW, OROTHER WRITTEN EXPLANATION OF REASONS FOR THE AWARD. THE ARBITRATOR MAY NOT AWARD CONSEQUENTIAL OR PUNITIVE DAMAGES (UNLESS AND ONLY TO THE EXTENT SUCH DAMAGES ARE STATUTORILY REQUIRED TO BE AN AVAILABLE REMEDY FOR AN ASSERTED CLAIM). THE ARBITRATOR SHALL ALLOCATE THE COSTS OF ARBITRATION IN THE AWARD,INCLUDING ARBITRATOR FEES AND REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY. ANY AWARD BY THE ARBITRATOR WILL BE FINAL AND BINDING. YOU UNDERSTAND THAT STATE AND FEDERAL LAW LIMITS YOUR RIGHT TO APPEAL OR SEEK MODIFICATION OF AN AWARD OR RULING BY THE ARBITRATOR. STATE AND FEDERAL STATUTES OF LIMITATION,REPOSE, OR OTHER LAWS AND REGULATIONS MAY PROVIDE A TIME LIMIT IN WHICH YOU MUST BRING A CLAIM, AND YOU AGREE THAT THESE TIME LIMITS WILL APPLY TO ANY ARBITRATION PROCEEDING BROUGHT UNDER THIS AGREEMENT TO THE SAME EXTENT SUCH TIME LIMITS WOULD BE BARRED IF BROUGHT IN A STATE OR FEDERAL COURT. THIS ARBITRATION PROVISION WILL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH APPLICABLE FEDERAL LAW, INCLUDING THE FEDERAL ARBITRATION ACT (FAA).

15. Governing Law.
This Agreement will be deemed to have been made inthe State of Tennessee and to the maximum extent allowed by law, and in compliance with the Investment Advisers Act of 1940, will be governed by the laws of the State of Tennessee, without reference to principles of conflicts or choice of laws.

16. Severability. If any provision of this Agreement is held invalid or unenforceable by reason of any law, rule, order, or judicial decision, such determination will have no effect on the validity of the remaining provisions of this Agreement.

17. No Waiver. No provision of this Agreement will be deemed waived, altered, modified, or amended unless agreed to in writing by ProNvest.

18. Amendment. This Agreement sets forth the entire understanding of the parties hereto with respect to the services to be provided to you by ProNvest. Any and all previous agreements and understandings between us and you regarding the subject matter of this Agreement, whether written or oral, are superseded by this Agreement. ProNvest may amend this Agreement by providing you with thirty (30) days’ advance notice.

19. Assignment. ProNvest may assign its interests in this Agreement to a successor in interest to substantially all of its business or an affiliated company without your consent, provided that: (i) the proposed assignee agrees in writing to assume all of the assigning party’s obligations and a copy of the written assumption agreement is forwarded to thenon-assigning party; (ii) the assigning party promptly notifies thenon-assigning party of such assignment; and (iii) such assignment is consistent with the Investment Advisers Act of 1940, as amended.

20. Electronic Signatures. You agree that your electronic signature, including but not limited to the use of a mouse, keypad, or other electronic device to select any icon, item, or button, constitutes your signature and is the legal equivalent of your manual signature on this Agreement. Your intentional action in electronically accepting the terms of this Agreement and use of the Services are valid evidence of your consent to be legally bound by this Agreement. The use of an electronic version of these documents fully satisfies any requirement that they be provided to you in writing. You may access and retain a record of the documents that you electronically accept through the website.

21. Notice to ProNvest. Notice to us must be sent through a nationally recognized carrier via overnight delivery or first-class postage prepaid mail to: ProNvest, Inc., Attn: Compliance, 1110 Market Street, Suite402, Chattanooga, TN 37402.