Date Posted: January 2, 2023
This document includes agreements and representations that establish and govern the non-discretionary advisory relationship between Range Finance, Inc. (“Adviser”) and clients who wish to receive Non-Discretionary Advisory Services (as defined herein) from Adviser (each, a “Client”).
THIS AGREEMENT IS EFFECTIVE AS OF CLIENT’S MEMBERSHIP DATE (as defined below). This Non-Discretionary Advisory Agreement (“Non-Discretionary Advisory Agreement”) is entered into by Adviser, an SEC-registered investment adviser, and Client, as defined below. Subject to the terms of this Non-Discretionary Advisory Agreement, Client will receive Non-Discretionary Advisory Services (as defined below). Client understands that Adviser is not being engaged to provide discretionary investment advisory services, which are governed by a separate advisory agreement.
- Appointment of Adviser. By agreeing to this Non-Discretionary Advisory Agreement, you are appointing Adviser as your non-discretionary investment adviser and representing and agreeing that you have read it carefully and understand the terms of this Non-Discretionary Advisory Agreement, including the arbitration clause located at Section 16. If you have any questions, please contact us at firstname.lastname@example.org prior to using our Non-Discretionary Advisory Services.
AS SET FORTH IN SECTION 16 BELOW, THIS NON-DISCRETIONARY ADVISORY AGREEMENT INCLUDES AN ARBITRATION CLAUSE. BY ENTERING INTO THIS NON-DISCRETIONARY ADVISORY AGREEMENT, CLIENT ACKNOWLEDGES THAT THE PARTIES TO THIS NON-DISCRETIONARY ADVISORY AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, THE RIGHT TO A JURY TRIAL, AND THE RIGHT TO LITIGATE OR ARBITRATE ON A CLASS BASIS.
Adviser reserves the right to modify or terminate this Non-Discretionary Advisory Agreement at any time, with revised terms posted on the Website, as defined below. Up-to-date information about the services contemplated by this Non-Discretionary Advisory Agreement also will be provided via the Website. Client understands that by continuing to receive Non-Discretionary Advisory Services without objecting to any revised terms of this Non-Discretionary Advisory Agreement, Client is accepting and will be legally bound by such terms.
- Definitions. The terms set forth below have the following meanings as used in this Non-Discretionary Advisory Agreement:
Access Device. A computer, a personal digital assistant ("PDA"), television, telephone, or any other communications device, including any software Client uses on such device that enables Client to access and use the Non-Discretionary Advisory Services through any means, including the internet, any wireless connection, or any other computer or telephonic network.
Losses. Any and all loss, liability, cost, judgment, arbitration award, settlement, tax, penalty, action, damage, charge, expense, or fee (including attorneys' fees and costs of collection) of any nature whatsoever, and claims therefore.
Membership Date. The date Client becomes a Member on www.range.com/signup, which date will be recorded by the Website and posted in Client’s Website account.
Non-Discretionary Advisory Services. The collection of non-discretionary financial advice, education services, and investment tools described in Section 5 that Adviser offers to Client.
Website. Internet sites and mobile applications operated by Adviser; including www.range.com, through which Non-Discretionary Advisory Services are accessed and administered.
- True and Accurate Information. Client attests that information that Client provides to Adviser as part of the Non-Discretionary Advisory Services is or will be current, accurate, truthful, and complete. Adviser will not be required to independently verify any such information. Adviser shall rely on such information and cannot be held responsible for any recommendations based on inaccurate or incomplete information. Client acknowledges that if Client provides false, inaccurate, or incomplete information to Adviser, the Non-Discretionary Advisory Services may not match Client’s needs. Client agrees to indemnify and hold Adviser harmless from and against any and all Losses arising out of or relating to Client’s failure to provide true and accurate information to Adviser or to update such information during the term of this Non-Discretionary Advisory Agreement.
- Method of Communication; Obligation to Check Website. The Non-Discretionary Advisory Services may be delivered through the Website or may be delivered by video conference and/or email. Client agrees that all communications provided to Client in any of the ways described above will be deemed to have been good and effective delivery to Client when sent or posted by Adviser, regardless of whether Client actually or timely receives or accesses the communication.
- Non-Discretionary Advisory Services. Adviser agrees to provide the Non-Discretionary Advisory Services described in this Section on the terms and conditions described herein. Non-Discretionary Advisory Services include: financial goal identification, personalized financial planning advice, including advice relating to debt, such as student loans and credit card debt, mortgages, savings, and retirement (including pensions and social security), features that allow Client to simulate financial outcomes with various inputs, as well as other services, as specified on the Website, as such may be updated from time to time. Non-Discretionary Advisory Services do not serve, either directly or indirectly, as legal or tax advice. Client acknowledges that Client is under no obligation to accept or follow any recommendations made by Adviser as part of the Non-Discretionary Advisory Services, and Adviser will not have any ongoing supervision, monitoring, or reporting obligations related to Client or the Non-Discretionary Advisory Services.
- Fees. Fees for Non-Discretionary Advisory Services are set forth at www.range.com/pricing.
- Client Access Interruptions. Client understands that Adviser does not guarantee that access to the Website will be available all the time. Adviser reserves the right to suspend access to Non-Discretionary Advisory Services delivered via the Website without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the Website may be limited or unavailable due to, among other things: peak demand, systems upgrades, maintenance, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. Client agrees that Adviser will not be liable to Client for any Losses incurred by Client resulting from such access limitations or unavailability.
- Term. The Term of this Non-Discretionary Advisory Agreement with respect to Non-Discretionary Advisory Services is one year, which begins on the Effective Date and terminates 12 months after the Effective Date (the “Annual Termination Date”). On each Annual Termination Date, the Term will be automatically renewed for an additional one-year term (each, a “Renewal Period”) unless Client informs Adviser by written notice at email@example.com that is received by Adviser prior to the relevant Annual Termination Date that Client wishes to terminate the Non-Discretionary Advisory Agreement. The fees that apply to any Renewal Period are the fees listed on the Website at www.range.com/pricing in effect on the first day of a Renewal Period. The Term, including any Renewal Period(s), may be terminated at any time by Adviser for any reason upon written notice to the Client through Client’s Website account or via email. Termination by Adviser is effective on the date of written electronic notice to the Client, unless a later date is stated in the notice. The terms and conditions of this Non-Discretionary Advisory Agreement will continue to apply to any disputed or other remaining matters involving Client’s relationship with Adviser.
- Limitation. Client understands and agrees that investment results Client could obtain by relying on advice provided through Non-Discretionary Advisory Services cannot be guaranteed and that Adviser is not responsible for any investment results. Investment tools provided through the Website are not a guarantee of performance and Adviser does not guarantee or make any warranty of any kind, express or implied, regarding the projections or recommendations generated by investment tools it provides to Client. Client understands and agrees that Client is responsible for all Losses (including lost opportunity or profits) arising from or related to the Non-Discretionary Advisory Services, including those relating to discrepancies between projections and actual performance. Except for negligence or malfeasance or violation of applicable law, Client agrees that Adviser and its respective officers and employees shall not be liable hereunder for any action performed or omitted to be performed or for any errors of judgment in providing Non-Discretionary Advisory Services. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Client may have under federal or state securities laws. In addition, it is possible that Client or Adviser itself may experience computer equipment failure, loss of internet access, viruses, or other events that may impair access to the Non-Discretionary Advisory Services. Adviser and its representatives are not responsible to any Client for Losses unless caused by Adviser breaching its fiduciary duty.
- General and Miscellaneous Provisions and Disclosures.
a. Client represents and confirms that Client has full power and authority to enter into and perform Client’s obligations under this Non-Discretionary Advisory Agreement. Client shall advise Adviser immediately of any event that might affect this authority or the binding effect of this Non-Discretionary Advisory Agreement.
b. Client understands that this Non-Discretionary Advisory Agreement will be deemed to have been made in the State of Virginia. To the extent not inconsistent with Federal law, this Non-Discretionary Advisory Agreement shall be governed by and construed in accordance with the laws of New York, and in compliance with the Investment Advisers Act of 1940. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of rights which Client may have under federal and state securities laws.
c. If any provision of this Non-Discretionary Advisory Agreement is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Non-Discretionary Advisory Agreement.
d. Except as specifically permitted in this Non-Discretionary Advisory Agreement, no provision of the Non-Discretionary Advisory Agreement can be, nor will it be deemed to be, altered, modified, or amended by Client unless agreed to in writing signed by an authorized officer of Adviser.
e. Adviser may amend this Non-Discretionary Advisory Agreement by modifying or rescinding any of its existing provisions or by adding new provisions. Any such amendment shall be effective as of the time Adviser has notified Client of any change or such later date as Adviser may establish. Client understands that the normal method of notifying Client of modifications to the Non-Discretionary Advisory Agreement will be to post the information on the Website. Client understands that by not closing and/or continuing to use the Non-Discretionary Advisory Services, Client confirms Client’s agreement to abide by the Non-Discretionary Advisory Agreement, as amended from time to time. Client also agrees that Adviser may change the scope of Non-Discretionary Advisory Services at any time and that it is not obligated to provide Client with notice of such a change.
f. Adviser’s failure to insist on strict compliance with this Non-Discretionary Advisory Agreement or any other course of conduct on Adviser’s part will not be deemed a waiver of Adviser’s rights under this Non-Discretionary Advisory Agreement.
g. The parties hereby acknowledge and agree that this Non-Discretionary Advisory Agreement alone, and the other documents agreed to and delivered in connection with becoming and continuing to be a Client, constitutes the final understanding between the parties with respect to all matters contained herein. This Non-Discretionary Advisory Agreement, all other written agreements and terms contained on statements and confirmations contain the entire understanding between Adviser and Client.
h. Adviser may not assign its rights and duties under this Non-Discretionary Advisory Agreement to any of its successors, subsidiaries, affiliates, or any other entity without obtaining Client’s consent. Client will be deemed to have consented to Adviser assigning its rights and duties under this Non-Discretionary Advisory Agreement if after receiving adequate written electronic notice of a proposed assignment Client does not serve notice of objection to Adviser. Client may not assign the rights and obligations under this Non-Discretionary Advisory Agreement without first obtaining the prior written consent of Adviser. Any purported assignment in violation of this Non-Discretionary Advisory Agreement will be void.
i. Client hereby agrees that this Non-Discretionary Advisory Agreement and all the terms hereof, will be binding on Client’s heirs, executors, administrators, personal representatives, and any assigns permitted by Adviser.
j. The heading of each provision of this Non-Discretionary Advisory Agreement is for descriptive purposes only and will not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.
k. Client understands and agrees that Adviser may in its discretion, but is not obligated to, monitor or record any of Client’s conversations, including video conversations, with Adviser for quality control and regulatory compliance purposes and for its own protection. Adviser may also monitor and make a record of Client’s use of Non-Discretionary Advisory Services and any other communications between Adviser and Client and may use the resulting information for internal purposes or as may be required by applicable law. Unless otherwise agreed in writing, Adviser does not consent to the recording of conversations, including video conversations, by any third party or Client. Client acknowledges and understands that not all telephone lines or calls are recorded by Adviser and Adviser does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.
- Electronic Notices and Records. Client accepts as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including the posting of modifications to this Non-Discretionary Advisory Agreement on the Website. The electronically stored copy of this Non-Discretionary Advisory Agreement is considered to be the true, complete, valid, authentic, and enforceable record of the Non-Discretionary Advisory Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. Client agrees to not contest the admissibility or enforceability of Adviser’s electronically stored copy of the Non-Discretionary Advisory Agreement in any proceeding arising out of the terms and conditions of the Non-Discretionary Advisory Agreement.
- Electronic Delivery of Documents. Client acknowledges receipt and acceptance of the “Consent to Electronic Delivery of Documents from Adviser” which is attached hereto. All written notices to any party under this Non-Discretionary Advisory Agreement shall be sent to such party in electronic form either through applicable means of the Website or through designated email addresses, or such other address as such party may designate in writing to the other. Client is responsible for maintaining a valid email address and software and hardware to receive, read and send email. Client hereby agrees to provide Adviser with a current email address and promptly notify Adviser of any changes to his or her email address.
- Complaints. Formal written complaints about Adviser may be directed to Adviser at firstname.lastname@example.org or by mail at WeWork ℅ Range Finance, Inc., 1775 Tysons Blvd, McLean, VA 22102.
- ARBITRATION AGREEMENT AND DISCLOSURE.
a. Required Arbitration Disclosures. This Non-Discretionary Advisory Agreement contains a predispute arbitration clause. By entering into an arbitration agreement, the parties agree as follows:
i. All parties to this Non-Discretionary Advisory Agreement are giving up the right to sue each other in court, including the right to a trial by jury, and the right to litigate on a class basis, except as provided by the rules of the arbitration forum in which a claim is filed.
ii. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
iii. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
iv. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
v. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
vi. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
vii. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
b. Client agrees to resolve by binding arbitration any controversy that may arise between Adviser and Client relating in any way to this Non-Discretionary Advisory Agreement, Client’s relationship with Adviser, or any service provided by Adviser to Client. This arbitration agreement includes any controversy involving the performance, construction, or breach of this Non-Discretionary Advisory Agreement or any other written agreement between Adviser and Client.
c. Such arbitration shall be conducted before FINRA and in accordance with the arbitration rules and regulations then in effect at FINRA. Any party may initiate arbitration by filing a written claim with FINRA. If arbitration before FINRA is unavailable or impossible for any reason, then such arbitration will be conducted under the auspices of JAMS pursuant to its Arbitration Rules and Procedures. The arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the securities business. The parties agree that the arbitration shall apply the substantive law of New York to all state law claims, that limited discovery shall be conducted in accordance with JAMS’s Arbitration Rules and Procedures, and that the arbitrator may not award punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for any of the specific claims asserted. In accordance with JAMS’s Arbitration Rules and Procedures, the arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The award shall not include or be accompanied by any findings of fact, conclusions of law, or other written explanations of the reasons for the award. The parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law.
d. Federal and state statutes of limitation, repose, and/or other rules, laws, or regulations impose time limits for bringing claims in federal and state court actions and proceedings. The parties agree that all federal or state statutes of limitation, repose, and/or other rules, laws, or regulations imposing time limits that would apply in federal or state court, apply to any dispute, claim or controversy brought under this Agreement, and such time limits are hereby incorporated by reference. Therefore, to the extent that a dispute, claim, or controversy arises under this Agreement and would be barred by a statute of limitation, repose or other time limit, if brought in a federal or state court action or proceeding, the parties agree that such dispute, claim, or controversy shall be barred in an arbitration proceeding.
e. Any award of the arbitrator or a majority of the arbitrators will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys' fees or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.
f. To the extent permitted by law, the parties to this Non-Discretionary Advisory Agreement agree that each may assert claims against the other only in an individual capacity, and not as a class representative or class member in any putative class action, representative action, or class-wide arbitration. The parties agree that no individual claims in arbitration shall be consolidated or combined without the consent of all parties.
g. This agreement to arbitrate does not constitute a waiver of your right to seek a judicial forum where such waiver would be void under federal or applicable state securities laws.
h. Client agrees to the provisions described above and the following additional provisions, regardless of whether Client is or is not residing in the United States at the time a controversy arises between Adviser and Client:
i. Client agrees that any arbitration hearing will be held in McLean, Virginia unless otherwise agreed between Adviser and Client in a signed writing or unless FINRA designates another hearing location;
ii. Client agrees to the personal jurisdiction of the courts located in the State of Virginia, U.S.A, to interpret and enforce these arbitration provisions described in this Non-Discretionary Advisory Agreement; and
iii. All arbitrations will be held in the English language, unless otherwise agreed to by the parties.
i. Client makes this arbitration agreement on behalf of Client and Client’s heirs, administrators, representatives, executors, successors, assigns, and together with all other persons claiming a legal or beneficial interest in the Profile.
NOTE: CLIENT ACKNOWLEDGES RECEIPT OF A COPY OF THIS ADVISORY AGREEMENT, INCLUDING THE ARBITRATION CLAUSE LOCATED AT SECTION 16 OF THIS NON-DISCRETIONARY ADVISORY AGREEMENT.
CONSENT TO ELECTRONIC DELIVERY OF DOCUMENTS
- Consent to Electronic Delivery. By entering into the Non-Discretionary Advisory Agreement between himself or herself and Range Finance, Inc. (“Adviser”) and by receiving Non-Discretionary Advisory Services thereunder, Client agrees to receive Communications (defined below) from Adviser via the internet or e-mail. By agreeing to electronic delivery Client is giving informed consent to electronic delivery of such Communications. "Communications" means all current and future notices, disclosures, regulatory communications (including prospectuses, proxy solicitations and privacy notices), and other information, documents, data and records regarding the Client and all services provided by Adviser (including amendments to the Non-Discretionary Advisory Agreement) delivered or provided to Client by Adviser.
- Revocation of Consent. Client may revoke or restrict consent to electronic delivery of Communications at any time, subject to the terms of the Non-Discretionary Advisory Agreement, by notifying Adviser in writing or by phone of intention to do so. Client also has the right to request paper delivery of any Communication that the law requires Adviser to provide Client in paper form. Client understands that, the below fee disclosures notwithstanding, if Client revokes or restricts consent to electronic delivery of Communications or requests paper delivery, Adviser, at its discretion, may charge Client a reasonable service fee for the delivery of Communications that would otherwise be delivered to Client electronically or terminate access to the Non-Discretionary Advisory Services. Neither Client’s revocation or restriction of consent, Client’s request for paper delivery, nor Adviser’s delivery of paper copies of Communications will affect the legal effectiveness or validity of any electronic communication provided while Client’s consent was in effect.
- Electronic Delivery System. Adviser will deliver Communications by making them available via the Website or by email. If required by applicable law or rules, Adviser will notify Client by e-mail when Communications are posted on the Website. Client will have access through the Website to an archive of all documents Client received via electronic delivery for at least the current year. Client may obtain copies of earlier documents on request. All e-mail notifications of Communications will be sent to Client’s e-mail address of record. Client is responsible for maintaining a valid email address and software and hardware to receive, read, and send email. Client hereby agrees to provide Adviser with a current email address and promptly notify Adviser of any changes to his or her email address.
- Network Security and Reliability. Client acknowledges that the internet is not a secure network and that communications transmitted over the internet may be accessed by unauthorized or unintended third parties. Email notifications sent by Adviser will not contain sensitive or confidential customer information, including account numbers. Due to security risks, Client will not send any sensitive information, such as account numbers or passwords, in an unencrypted email. Emails on rare occasions may fail to transmit properly. Regardless of whether Client receives an email notification, Client agrees to check the Website regularly for up-to-date information and to avoid missing time-sensitive information. Client agrees that, for Client’s records, Client can download and save or print the Communications Client received via electronic delivery.
- Method of Communication. Client acknowledges agreement to the Method of Communication provisions of the Non-Discretionary Advisory Agreement, Section 4.
- Review of Communications. Client agrees to promptly and carefully review all Communications as and when delivered and if Client objects to the information provided notify Adviser via email to Adviser within five (5) days of delivery or within such other applicable time frame as a communication may denote. Adviser is entitled to treat such information as accurate and conclusive unless Client objects via email within five (5) days of delivery. Email address(es) to which Client directs any objections will be designated by Adviser, in its sole discretion. Designated email address(es) will be listed on Communications and/or on the Website.
- Duration of Consent. This consent will be effective immediately and will remain in effect unless and until either Client or Adviser revokes it. Client understands that it may take up to three (3) days to process a revocation of consent to electronic delivery, and Client may receive electronic notifications in the interim.
- Costs. Potential costs associated with electronic delivery of Communications include charges from internet access providers and telephone companies, and such charges are borne by Adviser. Adviser does not charge Client additional online access fees for receiving electronic delivery of Communications.
- Hardware or Software Requirements. Client understands that to receive electronic deliveries, Client must have internet access, a valid email address, the ability to download and have ongoing access to such applications as Adviser may specify and a printer or other device to download and print or save any information Client may wish to retain. Adviser will notify Client of any changes in the hardware and software requirements needed to access electronic records covered by this consent.
- Consent and Representations. Client hereby agrees that Client has carefully read the above information regarding informed consent and fully understands the implications thereof. Client hereby agrees to the conditions outlined above concerning electronic delivery of Communications. Client also agrees that Client will maintain a valid email address and continue to have access to the internet. If Client’s email address changes, Client agrees to notify Adviser of the new email address immediately.