DUB FINANCIAL, LLC BROKERAGE AGREEMENT
This Brokerage Agreement is entered into by dub Financial, LLC (“dub Financial”), a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a member of FINRA, and the undersigned (“you” or “Customer”). You are opening a securities brokerage account (“Account”) with dub Financial pursuant to the terms of this Brokerage Agreement (“Agreement”) for the purposes of engaging in self-directed trading exclusively through the mobile app (along with its website, accounts, pages and applications, collectively, the “Platform” or “dub App”) which is owned and operated by dub Financial’s parent company, DASTA, Inc. (the “Parent”). The dub App also provides you with (i) access to the Parent’s copy trading tools, which allow you to copy (or “dub”) the holdings of another dub App user (the “Copy Program”); and (ii) engage with dub Advisors LLC (“dub Advisors”), a registered investment advisor, to manage your account according to internally created model portfolios (“Proprietary Program”). dub Advisors closely cooperates with dub Financial. As part of dub Financial opening the Account, Customer agrees to the terms and conditions set forth in this Brokerage Agreement. This Brokerage Agreement shall govern all brokerage accounts opened by Customer with dub Financial and/or all its affiliates.
1. Introduction: By entering into this Agreement, you are representing and agreeing that you have read it carefully and understood its terms, including the arbitration clause located at Section 32. You should not sign this Agreement if you have any questions about your rights or obligations under this Agreement or the services that dub Financial is agreeing to provide. Please direct all questions to support@dubapp.com prior to signing this Agreement and we will assist you. Retain this agreement for future reference.
Customer and dub Financial understand and agree that certain brokerage services provided by dub Financial are related to certain investment advisory services provided by dub Advisors. Customer and dub Financial agree that the rights and protections granted to dub Financial under this Brokerage Agreement are integrated with all rights and protections granted to dub Financial by Customer under the Client Advisory Agreement which concern Customer’s relationship with dub Advisors (“Integrated Rights”) and shall extend and apply to this Brokerage Agreement and govern aspects of Customer’s relationship with dub Financial. Whether the text of this Brokerage Agreement contains similar terms or conditions to an Integrated Right shall not be interpreted to limit the extension and applicability of any Integrated Right to this Brokerage Agreement. Customer further understands and agrees that while dub Advisors and dub Financial are affiliated entities under common ownership, they are separate entities and are not responsible for the obligations, acts, or omissions of one another. dub Financial will not indemnify or be held responsible by Customer for the obligations, acts, or omissions of dub Advisors. Customer understands and agrees that, together with the Integrated Rights, the terms and conditions of this Agreement govern all aspects of Customer’s relationship with dub Financial to include all transactions between dub Financial and Customer and all products and services now or in the future offered through dub Financial, beginning on the date the Account is opened. By entering into this Brokerage Agreement, in conjunctions with the Services outlined herein, and in order to access such Services, Customer also agrees to the terms of, and agree to enter into, the following agreements found at: dub disclosures
I. Terms of Use
II. Privacy Notice
III. dub Advisors Advisory Agreement
Certain portfolios or features may have additional disclosures on the dub App. Customer agrees to read these disclosures before electing the portfolio or utilizing a feature. If Customer decides to utilize additional services provided by dub Financial that require Customer to agree to specific terms and conditions electronically or otherwise, those terms and conditions will be deemed an amendment and will be made part of this Agreement. dub Financial reserves the right to terminate or amend this Agreement at any time.
If Customer does not accept to be bound by the terms and conditions of this Agreement, Customer will not apply for an Account with dub Financial. dub Financial, in its sole discretion, reserves the right to decline any Application or to terminate any Account at any time and for any or no reason. Various features of the Account are offered or processed through a service provider, which may be an unaffiliated company, or an affiliate of dub Financial. Unless otherwise noted, all authority granted to or limitations of liability of dub Financial shall include its affiliates, agents, and representatives, and any service provider, including dub Advisors (for certain advisory and informational services integrated with the Account). dub Financial and its agents or its affiliates acting on behalf of dub Financial under this Agreement are authorized to perform the services contemplated by this Agreement.
CUSTOMER WILL CAREFULLY READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS BROKERAGE AGREEMENT BEFORE CLICKING TO SUBMIT AN APPLICATION OR OTHERWISE ENTERING ELECTRONIC SIGNATURE. CUSTOMER UNDERSTANDS THAT CLICKING OR CHECKING TO SUBMIT AN APPLICATION OR TYPING CUSTOMER’S NAME IN THE ELECTRONIC SIGNATURE FIELD IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS BROKERAGE AGREEMENT AND CUSTOMER WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS, INCLUDING THE ARBITRATION CLAUSE LOCATED AT SECTION 32. CUSTOMER UNDERSTANDS THAT THIS BROKERAGE AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY DUB FINANCIAL, UPON WRITTEN NOTICE. CUSTOMER UNDERSTANDS THAT BY CONTINUING TO PARTICIPATE IN THE PROGRAM AND MAINTAIN A SECURITIES BROKERAGE ACCOUNT WITHOUT OBJECTING TO REVISED TERMS OF THIS BROKERAGE AGREEMENT, CUSTOMER IS ACCEPTING THE TERMS OF THE REVISED BROKERAGE AGREEMENT AND WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.
2. DEFINITIONS:
Device. A computer, television, a personal digital assistant, mobile phone, or any other communications device, including any software Customer uses on such device whether dub Financial provides it to Customer or otherwise, that enables Customer to access and use the Service or Program through any means, including the World Wide Web, the Internet, any wireless connection or any other computer or telephonic network.
Account. Each account at dub Financial established in Customer’s name, the Assets belonging to which are managed through the Program.
Account Communications. All communications to Customer from dub Advisors or dub Financial which relate to the Account, the Program, or, more generally, Customer relationship with dub Advisors or dub Financial.
Account Holder. The natural person, corporation, partnership, trustee, custodian, or other entity in whose name the Account is opened.
Advisory Client Agreement. The agreement between dub Advisors and Client for provision of advisory services through the Proprietary Program.
Application. The application Customer prepares and submits within the mobile application for the purpose of opening the Account with dub Financial, and as part of which Customer consents to the terms and conditions of this Brokerage Agreement. Application includes all information provided by Customer to dub Financial and dub Advisors in connection with the opening or maintenance of the Account, and any later applications submitted by Customer to dub Financial for additional services or account features.
Assets. Assets include cash, stocks, exchange traded funds, money market funds, and other financial instruments and related contracts, whether certificated or uncertificated and whether for present or future delivery, and all rights and entitlements thereto. This definition includes the securities and other property and the proceeds thereof currently or in the future held, carried, or maintained by dub Financial or any of its affiliates, in the possession or control of dub Financial, in the possession or control of any such affiliate, or in the possession or control of any such agent for any purpose, in and for any of Customer’s current or future Accounts, including any Account in which Customer has a beneficial interest.
dub Advisors. dub Advisors LLC is an SEC Registered Investment Adviser located at 450 Broadway, Floor 2, New York, NY 10013. For purposes of this Brokerage Agreement, references to affiliates of dub Advisors include their respective officers, directors, employees, representatives, agents, successors, and assigns.
dub Financial. dub Financial, LLC is a broker-dealer registered with the SEC and a FINRA member located at 450 Broadway, Floor 2, New York, NY 10013, doing business as dub Financial. dub Financial, its agents, service providers, or its affiliates acting on behalf of dub Financial under this Agreement are authorized to perform the services contemplated by this Agreement. For purposes of this Brokerage Agreement, references to affiliates of dub Financial include their respective officers, directors, employees, representatives, agents, successors, and assigns. dub Advisors Trading Hours/Market Hours. Time periods between 9:30 AM to 4:00 PM Eastern Time during Market Hours.
Brokerage Agreement. This Brokerage Agreement between Customer and dub Financial, which Customer agrees to enter and abide by upon opening the Account and subject to amendments. Business Day. Monday through Friday, excluding stock exchange holidays. Although Bank holidays are not considered Business Days for purposes relating to ACH transactions.
Client. An advisory client of dub Advisors, who is the Account Holder.
Fiduciary. A person or entity authorized to give instructions with respect to an Account on behalf of beneficial owners of the Account, including a Uniform Transfers to Minors Act or Universal Gifts to Minors Act Account custodian, a trustee, conservator, guardian, representative, administrator, executor, attorney-in-fact, or an investment adviser. A Fiduciary is bound by the provisions of this Brokerage Agreement with respect to orders entered through the dub App to the same extent as the beneficial owners of the Account.
FINRA. The Financial Industry Regulatory Authority, of which dub Financial is a member firm. dub App. The collection of tools, features, adjustments, inputs, and other controls within the mobile Application which are provided to establish and manage the Account and access services provided through the Program. Losses. 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.
Password. Any authentication device (including alphanumeric codes) associated with Customer’s User ID that dub Advisors and/or dub Financial require for access to the Account or services provided through the Program and/or dub App.
Copy Feature. The “Copy Feature” refers to a functionality that allows a customer to initiate and authorize the placement of multiple self-directed orders designed to replicate, in full, the holdings and allocation weights of a selected model portfolio available on the dub platform. These orders are executed as part of the Firm’s copy trading program (the “Copy Program”). In the context of any advisory account governed by a Client Advisory Agreement, the Copy Feature may also refer to discretionary management provided by dub Advisors through the Proprietary Program, wherein customer assets are allocated in accordance with the portfolio strategy selected by the customer.
Securities and/or Other Property. This includes cash, stocks, exchange traded funds, money market funds, and other financial instruments and related contracts, whether certificated or uncertificated and whether for present or future delivery, and all rights and entitlements thereto. This definition includes the securities and other property and the proceeds thereof currently or in the future held, carried, or maintained by dub Financial or any of its affiliates, in the possession or control of dub Financial, in the possession or control of any such affiliate, or in the possession or control of any such agent (such as Apex Clearing Corporation) for any purpose, in and for any of Customer’s current or future Accounts, including any Account in which Customer has a beneficial interest.
Service. The brokerage, financial, and other services which may be offered, including through electronic means.
3. dub Advisors Client Advisory Agreement: Customer understands and agrees that: (a) execution of the Client Advisory Agreement and continuation of its terms is contingent upon Customer execution of the Brokerage Agreement. dub Financial will execute transactions in the Account pursuant to orders or other instructions dub Advisors places with or provides to dub Financial via the Proprietary Program.
4. Account Maintenance: dub Financial will maintain the Account and dub Financial’s clearing firm, Apex Clearing Corporation (“Apex”), will custody it.
5. Execution Services and Clearing Arrangement: Customer understands and agrees that dub Financial has entered into a clearing agreement with Apex, its clearing partner pursuant to which transactions within the Account will be cleared and settled by Apex.
6. True and Accurate Information: Certain information Customer has provided on the Application is incorporated into this Brokerage Agreement. Customer attests that such information is current, accurate, truthful, and complete. Unless otherwise required by this Brokerage Agreement, Customer agrees to notify dub Financial promptly via the dub App of any change to the information within thirty (30) days of such change. Customer agrees to indemnify and hold dub Financial and its affiliates harmless from and against all Losses arising out of or relating to Customer’s failure to provide information that is current, accurate, truthful, and complete on the Application or to update such information as required. Customer further represents that no one else has an interest in the Account except Customer and any other person that Customer has previously disclosed to dub Financial through the dub App or otherwise as specified by dub Financial.
7. Service Not Available Outside the United States or to Non-Resident Aliens: The products and services provided by dub Financial, dub Advisors, and the dub App are not being offered to and are generally unavailable to anyone located outside the 50 U.S. states, including U.S. citizens residing or working abroad. dub Financial makes no representation or warranty regarding its compliance with local laws in foreign jurisdictions, or regarding the appropriateness of the dub App's content or its compliance with such local laws. Customer agrees to terminate this Agreement upon a change in residency that would make customer ineligible to utilize the dub App. Customer agrees to indemnify and hold dub Financial and its affiliates harmless from and against all Losses arising out of, relating to, or incurred because of the unavailability of the dub App in foreign countries.
8. Customer Obligation to Check the dub App: Customer agrees that the primary method of dub Advisors’ or dub Financial's communication with Customer will be by posting information on the dub App and, to the extent required by law, providing Customer an e-mail notice that directs Customer to the dub App from which the information can be read and printed. Customer understands that dub Advisors and dub Financial reserve the right, however, to post Account Communications on the dub App without providing notice to Customer and send Account Communications to Customer’s postal or electronic address of record. Customer agrees to check the dub App regularly as Customer may have no other means of knowing that information and Account Communications have been delivered to Customer. Customer agrees that all Account Communications provided to Customer in any of the ways described above will be deemed to have been good and effective delivery to Customer when sent or posted directly by dub Advisors, by dub Financial, or by dub Advisors on behalf of dub Financial, regardless of whether Customer actually or timely receives or accesses the Account Communication.
9. Fees: dub Financial shall charge each Customer a monthly maintenance fee of $3. This fee shall be assessed on the first calendar day of the month following a Customer's full month with an open brokerage account and shall recur on a monthly basis thereafter. The maintenance fee will be deducted from the Customer's Account cash balance. In the event that sufficient cash is not available to cover the maintenance fee, Customer hereby authorizes dub Financial to liquidate securities in the Account in an amount sufficient to satisfy the outstanding fee obligation. Such liquidation shall be executed in dub Financial’s sole discretion. If the Account lacks sufficient cash or securities to cover the maintenance fee, or if the Customer fails to maintain adequate funds, dub Financial reserves the right to restrict the Account to liquidation-only status and suspend further brokerage services until the outstanding fee balance is satisfied. Accounts with a monthly average balance equal to or exceeding $10,000 shall be exempt from the maintenance fee for any such month the balance is maintained. dub Financial may charge Customer and deduct from the Account fees for certain irregular Services including, but not limited to, a reasonable service fee for the delivery of Account Communications that would otherwise be delivered to Customer electronically, ACH reversal fees charged by banking institutions and APEX against the Customer’s Account (Section 11), maintenance and service fee for Customer Accounts that fall below a minimum value, physical delivery of securities, and the transfer of assets to another broker-dealer. In addition, dub Financial may charge the Customer and deduct from the Account damages and penalties for fraud as described. Customer also agrees to pay all SEC regulatory transaction fees, applicable federal, state, and local taxes. Customer authorizes dub Financial to automatically debit the Account for any such fees and taxes. dub Financial may close the account for Customer’s failure to pay fees and taxes.
10. Fraud: In cases of fraud or theft by Customer, acting alone or in concert with others, involving, among other things unauthorized electronic funds transfers from bank accounts belonging to others, attempted electronic transfers from non-existent accounts, or similar illegal, unauthorized, or improper conduct involving account funding or withdrawals, and including situations in which Customer has allowed third parties to use the Account in any such manner, dub Financial shall assess against Customer, in addition to all other fees, damages and penalties to which it may be entitled per forged, faked, fictitious, stolen, or otherwise unauthorized item or transfer. This fee shall constitute liquidated damages to compensate dub Financial for the time and effort of dub Financial employees in rectifying said conduct.
11. Insufficient Funds Policies: In the case of a failed electronic funds transfer (an "ACH return"), dub Financial maintains the right to take the following actions:
1. Cancel any transaction subject of the buy order;
2. Liquidate investments along with all associated distributions, proceeds, products, or accessions;
3. Charge a reasonable rate of interest; or
4. Cover any transaction shortfall.
If an ACH return takes place after securities have been purchased or funds have been deposited, Customer understands that Customer may not be entitled to the resulting securities purchased or funds deposited, nor to any benefits of ownership therefrom. Additionally, fees imposed by Customer’s bank in connection with an ACH return shall be the sole responsibility of Customer, and not of dub Financial or dub Advisors. dub Financial may offset losses resulting from an ACH return out of any balance in Customer’s Account. dub Financial also reserves the right to restrict Customer’s ability to withdraw funds until such time as it is reasonably assured that all deposits or other items in Customer’s account have cleared.
12. Multiple Account Holders: If there is more than one Account Holder, the legal ownership of the Account will be as designated on the application via the dub App. If no designation is made, each Account Holder directs dub Financial to establish the Account as joint tenants with rights of survivorship. If there is more than one Account Holder, each Account Holder agrees to be jointly and severally liable for all obligations arising under this Brokerage Agreement or otherwise relating to the Account, including responsibility for information provided through the dub App or using any User ID and Password associated with the Account, regardless of which Account Holder gives such instructions, enters such orders or changes such Password. Each Account Holder has full authority, acting individually and without notice to any other Account Holder, to deal with dub Financial as fully and completely as if such Account Holder were the sole Account Holder. Each Account Holder authorizes dub Financial to follow the instructions of any one Account Holder concerning any matter pertaining to the Account to include the purchase and sale of securities, delivery of any or all securities or other property in the Account to any third party, or disbursement of any or all monies in the Account. If one Account Holder is not an owner of the linked Checking Account, the Account Holder(s) that own(s) the linked Checking Account represents and warrants that each Account Holder has the legal authority to make deposits to and withdrawals from the linked Checking Account to and from the Account. All Account Holders shall hold dub Financial harmless from and against any losses arising out of or relating to any deposit to or withdrawal from the linked Checking Account to and from the Account by any Account Holder. In the event of a dispute between or among Account Holders of which dub Financial has notice, dub Financial reserves the right, but is not obligated, to place restrictions on the Account. Each Account Holder agrees that, on the death or disability of an Account Holder, divorce of married Account Holders, or other event that causes a change in ownership or capacity with respect to the Account, the remaining Account Holder(s) will immediately give dub Financial official written notice of such change of ownership or capacity. dub Financial will not be responsible for any transfers, payments or other transactions in the Account made at the direction of a former Account Holder or incapacitated Account Holder before dub Financial received and had a reasonable amount of time to act on such official written notice. Following receipt of such official written notice, dub Financial may require additional documents and reserves the right to retain such Assets in and/or restrict transactions in the Account as it deems advisable in its sole discretion to protect itself against any Losses. Any former Account Holder and the estate of any deceased or incapacitated Account Holder will remain jointly and severally liable for any losses in the Account arising out of or relating to transactions initiated before dub Financial received and had a reasonable amount of time to act on such official written notice.
dub Financial will not notify other Account Holders of the actions taken by any one Account Holder. Each Account Holder agrees that notice provided to any one Account Holder will be deemed to be notice to all Account Holders for all purposes. Joint accounts are made available at the sole discretion of dub Financial.
13. Taxpayer ID and Backup Withholding: Customer understands that, if a correct Taxpayer Identification Number is not provided to dub Financial, Customer may be subject to backup withholding tax at the appropriate rate on all dividends, interest, and gross proceeds paid to Customer. Backup withholding taxes are sent to the IRS and cannot be refunded by dub Financial. Customer further understands that if Customer waives tax withholding and fails to pay sufficient estimated taxes to the IS, Customer may be subject to tax penalties.
14. Checking Account: Customer may maintain a maximum of one linked checking account (“Checking Account”) at any time. Initially Customer’s Linked Checking Account will be the account that Customer designates in the Application. To establish or change the linked checking account Customer will comply with applicable procedures on the dub App. dub Advisors or dub Financial may place reasonable restrictions on the frequency with which Customer changes the linked checking account.
15. Deposits and Withdrawals to the Account: At any time, Customer may request cash deposits to the Account from the linked Checking Account or withdrawals from the Account to the linked Checking Account by taking appropriate action within the dub App. Customer represents and warrants that no funds deposited into the Account are derived from, or will be used to promote the conduct of, any unlawful activity.
Customer understands and agrees that the deposit and withdrawal of funds to or from the Account may be conducted in cash via Automatic Clearing House (“ACH”) transaction from or to the linked Checking Account. Customer further understands and agrees that ACH transactions are subject to processing delays which may take up to five (5) business days and funds transferred may not be credited to the Account or otherwise available to Customer during processing. dub Financial reserve the right to require that Customer make requests for withdrawals from the Account in writing. Customer may initiate an ACH disbursement request by taking appropriate actions to make a withdrawal within the dub App. Customer may withdraw an amount up to the current market value of the Account not including the fees that are due at any time. In making such request Customer authorizes, direct, permit, consent and empower the financial institution that holds Customer’s bank account, to allow such electronic funds transfer to occur and authorize such financial institution to follow the direction and instructions of dub Financial and its bank service provider, on your behalf, in making such electronic funds transfer. On receipt of an ACH disbursement request by dub Financial, dub Financial will transmit payment instructions to the applicable bank as soon as practicable. It is Customer’s responsibility to ensure that instructions are accurate before requesting dub Financial to initiate an ACH disbursement. dub Financial may in its discretion attempt to abide by a subsequent request for a change to instructions, but it is not obligated to do so. Customer understands that any erroneous, mismatched, or incomplete identifying information on an incoming ACH transfer may result in such ACH transfer being rejected, lost, posted to an incorrect account, or returned to the originating bank without notice to Customer. Customer agrees to indemnify and hold dub Financial, dub Advisors, and their affiliates harmless from any Losses arising out of or relating to an attempt to amend or cancel an ACH transfer request and any erroneous, mismatched, or incomplete identifying information on an incoming ACH transfer.
16. FDIC-Insured Sweep Program: You authorize Apex to enroll you in the FDIC-Insured Sweep Program and authorize dub Financial and Apex to, sweep the excess cash balance in your Account into sweep deposit Accounts Apex has established at one or more Program Banks on your behalf. You also agree and understand that: (a) the you have read and understand the sweep program terms and conditions and/or prospectuses available at: https://support.dubapp.com/hc/en-us/articles/17920670727835-APEX-FDIC-INSURED-SWEEP-PROGRAM, and are aware of the products available in such sweep programs; (b) dub Financial and Apex will not be obligated to pay interest on any free credit balances in the Account, (c) dub Financial receives from Apex rebates derived from this Sweep Program, and (d) Apex may make changes to its FDIC and/or money market sweep programs and products at any time, in its sole discretion and with or without notice to Customer; and (e) if you wish to not participate in the Program, you must contact DASTA at support@dubapp.com. Notwithstanding the above, all balances held through the Program at Program Banks are insured by the FDIC up to the applicable limit, per Program Bank, but are not insured by SIPC nor are they obligations of dub and/or Apex.
17. Requesting Certificates: Customer authorizes dub Financial to register any Securities and/or Other Property in the Account in the name of dub Financial or any other nominee, including sub-custodians, or to cause the Securities and/or Other Property to be registered in the name of, or in the name of any nominee of a recognized depository clearing organization. Customer’s ownership of these Securities and/or Other Property is reflected in dub Financial’s records. Without abrogating any of dub Financial’s rights under this Agreement and subject to prior satisfaction of any indebtedness Customer may have to dub Financial, Customer is entitled to receive physical delivery of fully paid securities from the Account. On Customer’s written instructions, and on paying any applicable fees, any certificate that is capable of being produced and obtained by dub Financial will be sent to Customer on request. Customer understands and agrees that dub Financial cannot transfer or deliver fractional shares of any security.
18. Personal Information: The respective rights and responsibilities of dub Advisors, dub Financial, and Customer regarding the collection, processing, and use of Customer’s personal information and Customer’s rights to limit the use and disclosure of such information, are set forth in the dub Advisors’ Client Advisory Agreement and Privacy Policy. Such rights and responsibilities are further defined by applicable laws and regulations of national and state governments and international bodies. In the event of any controversy regarding dub Advisors’ or dub Financial's collection, use, processing, transfer, or receipt of any information about Customer, Customer agrees that remedies will be expressly limited to those specifically provided by the applicable laws and regulations, in accordance with this Agreement. Customer authorizes dub Advisors and dub Financial to obtain reports, from time to time, concerning Customer’s background, credit standing, and business conduct. Customer also authorizes dub Advisors and dub Financial, without notification, to request a new background and/or credit report in connection with any review, extension, execution, or renewal of the Account. On written request, dub Financial will advise Customer whether it obtained credit reports, and if so, will provide the name and address of the reporting agency that furnished the reports. In addition, Customer understands that dub Advisors and dub Financial reserve the right to report to consumer and securities credit reporting agencies any negative credit information pertaining to any Account held by Customer at dub Financial or managed by dub Advisors. Customer authorizes dub Financial to share credit bureau information and any other personal information that dub Financial obtains with its affiliates and with unaffiliated third parties in accordance with the dub Advisors Privacy Policy.
If you are employed by or registered with a broker-dealer or other employer whose consent is required to open and maintain an Account, and dub Financial has received said consent, you agree that dub Financial may – but is not required to – provide duplicate statements and confirms to said broker-dealer or other employer in any manner that dub Financial chooses, including by using third party services.
19. Disclaimer of Liability: Customer understands and agrees that neither dub Financial, dub Advisors, their affiliates, nor any independent providers/transmitters shall be liable in any way to Customer or to third parties, or have any responsibility whatsoever, and Customer agrees to indemnify and hold harmless dub Financial, dub Advisors, their affiliates, and any independent providers/transmitters, for: (a) any losses arising out of or relating to a cause over which dub Financial or its affiliates do not have direct control, including the failure of electronic or mechanical equipment or communication lines, telephone, or other interconnect problems, unauthorized access, theft, operator errors, government restrictions, force majeure (e.g., earthquake, flood, severe or extraordinary weather conditions, natural disaster or other act of God, fire, acts of war, terrorist attacks, insurrection, riot, strikes, labor disputes or similar problems, accident, action of government, communications, system or power failures and equipment or software malfunction), exchange or market rulings or suspension of trading; or (b) any special, indirect, incidental or consequential damages (including lost profits, trading losses and damages) that Customer may incur in connection with Customer’s use of the service provided by dub Financial under this Agreement or otherwise through dub Advisors.
20. Restrictions on Account Services: Customer understands that dub Financial may place restrictions on the Account for any reason, including a request from a government agency or law enforcement authority, court order, tax levy, or garnishment, or in the event of a dispute between joint Account Holders. Customer understands that dub Financial may be required to liquidate or close out securities and/or other property in the Account to satisfy any such court order, garnishment, tax levy, or other legal or regulatory obligation. dub Financial will not be held liable for any losses that arise out of or relate to any such transaction and Customer agrees to indemnify and hold dub Financial and its affiliates harmless from and against any losses they may incur in taking such actions.
21. Termination of Account: Customer may close the Account at any time, after all fees due are paid, on written notice to dub Financial. dub Financial reserves the right to terminate the Account or to block Customer’s access to the dub App without notice. The terms and conditions of this Agreement will survive termination of the Account and will continue to apply to any disputed or other remaining matters involving Customer’s relationship with dub Financial. Customer acknowledges and agrees that following Customer’s indication that he or she would like to terminate the Account, dub Financial may in its sole discretion keep the Account open for a time period not to exceed six months solely to capture dividends and any other income arising from Assets previously held in the Account and dub Financial will remit any such dividends or income to the Customer. After the termination of the Account, Customer will remain liable to dub Financial and/or dub Advisors for payment of any indebtedness or obligation to dub Financial and/or dub Advisors as provided under this Agreement. If Customer should re-open the Account at a date after terminating the Account and this Agreement, Customer agrees to be bound by this Agreement in effect at the time Customer re opens the Account.
22. Transfer of Assets and Authorization for Recurring Deposits:
Customer understands that transferring cash out of the Account to the linked Checking Account shall be done by way of an ACH withdrawal. For non-cash assets, Customer may request an in-kind transfer of such Assets to an account Customer has established with another broker-dealer. Transfer requests will be in a form determined by dub Financial and accompanied by documents and information dub Financial shall require to validate the request. dub Financial may reject a transfer request at its discretion before or after initiation, and Customer will be notified of any such rejection electronically, by telephone, or otherwise. dub Financial is not liable for any losses Customer may sustain in connection with the securities and/or other property in the Account between the time it decides to reject a transfer request and Customer’s receipt of notice of the rejection.
Customer authorizes dub Financial to initiate ACH transfers on a recurring basis from the linked Checking Account to the Customer’s Account, based on a schedule determined and initiated by the Customer (referred to as “Recurring Deposits”). Customer may establish, modify, or terminate Recurring Deposits through the settings provided by dub Financial. This standing order of authorization permits dub Financial to initiate these ACH transfers as per the instructions set by the Customer until the Customer modifies or cancels the recurring schedule.
It is Customer’s responsibility to ensure that all transfer instructions, including those related to Recurring Deposits, are accurate before submission to dub Financial. A transfer request, including Recurring Deposits, generally cannot be amended or canceled after dub Financial receives the request. dub Financial will not be liable for any losses that arise out of or relate to an attempt to amend or cancel a transfer request, and Customer agrees to indemnify and hold dub Financial harmless from any losses arising out of or relating to an attempt to amend or cancel a transfer request, including a decline in the market value of assets.
Customer should be aware that assets held in the form of fractional shares within the Account may not be transferrable in-kind and may need to be liquidated and transferred out via an ACH withdrawal to the linked Checking Account.
23. dub Financial Services: CUSTOMER ACKNOWLEDGES AND AGREES THAT DUB FINANCIAL DOES NOT SOLICIT SECURITIES TRANSACTIONS AND IS NOT RESPONSIBLE FOR DETERMINING THE SUITABILITY OF INVESTMENT CHOICES. CUSTOMER UNDERSTANDS AND AGREES THAT DUB FINANCIAL ASSUMES NO RESPONSIBILITY FOR SUCH DETERMINATION. Customer, understanding that dub Financial does not solicit securities transactions and makes no recommendations to Customer or dub Advisors for the purchase or sale of securities, assumes full responsibility for all transactions in or for the Account and for Customer’s own investment strategies and decisions. Customer understands and agrees that dub Financial will have no liability whatsoever for the results of Customer’s investment strategies, transactions, and decisions.
a. Legal/Tax Advice: dub Financial nor any of its affiliates provide Customer with any legal, tax, estate planning, or accounting advice or advice regarding the nature, value, suitability, profitability, or appropriateness for Customer of any security, investment, financial product, investment strategy, or other matter. Unless otherwise specified, any information provided through dub Financial’s Services will not be used or considered by Customer as a recommendation to buy, sell, or hold a particular security or pursue any particular investment or investment strategy. This information is not an offer, or a solicitation of an offer, to buy or sell securities on behalf of dub Financial.
b. Advisory Services and Trading Authorization: In connection with opening and maintaining the Account, Customer has contracted with dub Advisors for the provision of certain investment advisory services relating to the Proprietary Program and has authorized dub Advisors to place orders with dub Financial to buy, sell, or exchange securities or other products for the Account with respect to customer engagement with Proprietary Program. dub Financial will have no responsibility or liability for any advice, recommendation, or order placement by dub Advisors. Without limiting any other provision of this Agreement, Customer understands and agrees that as among Customer, dub Advisors, and dub Financial:
i. dub Advisors cooperates closely with dub Financial.
ii. Customer has selected dub Advisors based on criteria that Customer deems appropriate for Customer’s investment needs. dub Financial has offered no advice to Customer concerning the selection of dub Advisors as Investment Advisor and Customer will not hold dub Financial responsible for the decision to hire dub Advisors.
iii. The Account is non-discretionary with respect to dub Financial, and dub Financial is authorized to accept and act upon the instructions of dub Advisors with respect to the Account in accordance with this Agreement with respect to Proprietary Program.
iv. Customer shall indemnify and hold harmless dub Financial, its directors, employees, agents, and affiliates from and against all losses, claims, or financial obligations that may arise from any act or omission of dub Advisors with respect to the Account.
c. Auto-Copy: By enabling the auto-copy feature, you acknowledge and agree that you are granting dub Financial limited authorization to accept trade signals from the model portfolio you have affirmatively selected and to place orders in your brokerage account as necessary to maintain alignment with the holdings and allocation weights of that portfolio. This authorization is non-discretionary, limited solely to mirroring the selected model, and will remain in effect for a period of up to three (3) months, after which it may only be extended with your express reauthorization.
You further authorize dub Financial to sell or liquidate your positions in the event the model portfolio you have selected is no longer active, available, or supported through the copy trading system. This includes scenarios where the portfolio creator has terminated the portfolio or where access to the auto-copy feature has been discontinued. Nothing in this provision shall be construed as a recommendation by dub Financial to invest in, maintain, or exit any portfolio, and dub Financial does not undertake to assess the suitability of any portfolio for your individual investment objectives or risk profile.
Notwithstanding the above, you understand and agree that during that in connection with the use of auto-copy: i. dub Financial is not responsible for determining the initial or on-going suitability of any investment in any portfolio. ii. You shall indemnify and hold harmless dub Financial, its directors, employees, agents, and affiliates from and against all losses, claims, or financial obligations that may arise from your acts or omissions.
d. Account Statements and Trade Confirmations: By entering into this Agreement, you hereby acknowledge that you will receive periodic transaction reports and account statements regarding transactions (not less frequently than quarterly) by Apex. Trade by trade confirmations along with account statements will be always available to you via the dub App. You acknowledge and agree that dub Financial will provide dub Advisors, as your fiduciary, transaction-by-transaction confirmations for each transaction. You further acknowledge that all information that is required to be contained in a confirmation under applicable law will be included in the periodic statement for each Account.
Customer agrees that dub Financial is not obligated to provide any trade status report other than the confirmation to dub Advisors. dub Financial may provide electronic or other trade status reports as a courtesy only, but dub Financial does not guarantee the accuracy or timeliness of such alternate or interim trade status reports and will not be liable for any losses arising out of or relating to delayed issuance or failure to issue an electronic or other trade status report, or from errors in such reports that are subsequently corrected by dub Financial. It is Customer’s responsibility to review all Account statements promptly on receipt. Customer will notify dub Financial of any objection to the information contained in the Account statement (excluding securities transactions, which are covered by transaction confirmations) within five (5) days after Customer’s receipt of the Account statement. dub Financial is entitled to treat the information contained in the Account statement as accurate and conclusive unless Customer objects within five (5) days of receipt. In all cases, dub Financial reserves the right to determine the validity of Customer’s objection to the information contained in the Account statement.
e. Plaid Linked Account: dub Financial, through the Platform offers Customers the ability to link their bank account through a third-party service provider, Plaid, Inc. If you choose to use such service, you are granting dub Financial, acting as your agent, the right, power and authority to transmit your personal and financial information reasonably necessary for Plaid to provide these services to you. Specifically, you authorize dub Financial and Apex to retrieve your bank account, routing number, and account balances. You acknowledge that the information you provide to Plaid is governed by Plaid’s privacy policy (https://plaid.com/#end-user-privacy-policy) and Apex’s privacy policy found here (https://www.Apexclearing.com/privacy-policy/).
f. Notices and Other Communications: dub Financial will make available on the dub App to Customer all notices and other communications relating to the Account, including privacy notices, trade confirmations, tax forms and account statements. dub Financial may also deliver to Customer account statements and other notices regarding the Account or Services to the electronic mail address Customer has specified or by making them available on the dub App. Customer understands that such notices may be sent or forwarded by dub Financial via email systems and accounts operated by dub Advisors or by dub Advisors on behalf of dub Financial. Such notices will be deemed to constitute good and effective delivery to Customer when sent by dub Advisors. Customer is responsible for notifying dub Financial immediately of any change to the electronic address specified and will do so via the dub App. Customer waives all claims resulting from any failure to receive the notices and communications specified herein.
g. Monitoring of Communications: Customer understands and agrees that dub Financial may in its discretion, but is not obligated to, monitor or record any of Customer’s telephone conversations with dub Financial for quality control and regulatory compliance purposes and for its own protection. Unless otherwise agreed in writing, dub Financial does not consent to the recording of telephone conversations by any third party or Customer. Customer acknowledges and understands that not all telephone lines or calls are recorded by dub Financial, and dub Financial does not guarantee that recordings of any telephone calls will be retained or capable of being retrieved.
h. Information Made Available through Services: Customer understands that Customer is permitted to store, display, analyze, modify, reformat, and print the information made available either directly by dub Financial or via the dub App only for personal use only. Customer will not publish, transmit, or otherwise reproduce this information, in whole or in part, in any format to any third party without the express written consent of dub Financial and dub Advisors. Customer will not alter or remove any copyright, trademark, or any other notices that are provided in connection with the information. Customer represents and warrants that: Customer will not use the dub App in contravention of this Agreement, Customer will use the dub App only for the benefit of the Account and not on behalf of any other person and Customer agrees not to use (or allow another person to use) any software, program, application, or other device, directly or indirectly, to access or obtain information through the dub App or to automate the process of accessing or obtaining such information.
i. Material Non-public Information (“MNPI”): In connection with the services that it provides, dub Financial may, from time to time, come into possession of confidential and material, nonpublic information. dub Financial is prohibited from improperly disclosing or using information for its own benefit or for the benefit of any other person, regardless of whether such other person is a customer of dub Financial. dub Financial maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know the information and to assure that it is meeting its obligations to customers and remains in compliance with applicable law. Customer understands and agrees that these policies and procedures are necessary and appropriate and recognize that, in certain circumstances, dub Financial will have knowledge of certain confidential or material, nonpublic information which, if disclosed, might affect Customer’s decision to buy, sell, or hold a security, but that dub Financial will be prohibited from communicating such information to Customer or using it for Customer’s benefit.
24. Trading Provisions:
a. Responsibility for Orders: All orders for the purchase and sale of securities given for the Account will be authorized by Customer pursuant to Customer’s grant of discretionary authority to dub Advisors and/or dub Financial and executed in reliance on a promise that an actual purchase or sale is intended. dub Financial will only accept orders for which there are sufficient funds or assets credited or due to the Account on trade date. Customer understands dub Financial may at any time, in its sole discretion and without prior notice to Customer, prohibit or restrict Customer’s ability to trade securities. b. Applicable Rules and Regulations: In no event will dub Financial be obligated to execute any transaction that it determines, in its sole discretion, would violate any federal or state law, rule, or regulation or the rules or regulations of any regulatory body or self-regulatory organization. c. SIPC: dub Financial is a member of the Securities Investor Protection Corporation ("SIPC"). SIPC protects the securities in each of Customer’s Accounts up to $500,000, including $250,000 for claims for cash. d. Order Placement Through dub Advisors: Orders will be placed on behalf of the Account exclusively by dub Financial for the Copy Program and by dub Advisors for engagement with the Proprietary Program. Customer understands and agrees that for the Proprietary Program, dub Advisors will place the orders with dub Financial on Customer’s behalf when customer elects to copy a dub Advisors portfolio. While dub Financial shall act upon receipt of orders, Customer understands and agrees that transactions are subject to processing and communication practices, and order aggregation policies and procedures, that may cause order transmission and execution delays. Customer understands and agrees that neither dub Advisors nor dub Financial shall be held responsible for any losses or other consequences which result from dub Advisors’ or dub Financial’s timing of or other determinations for placing orders. Customer understands that dub Financial may restrict the number, type, or form of transactions for the Account, including, among other reasons, to comply with laws and rules governing Day Trading activities.
e. Market Volatility: Customer understands that Customer will receive the price at which orders on behalf of Customer are executed in the marketplace. If dub Advisors places a market order on Customer’s behalf to be executed later, Customer agrees to pay or receive the prevailing market price at the time the market order is executed.
f. Order Aggregation: Customer understands and agrees that dub Financial may receive aggregated orders for the sale or purchase of securities for the Account, and in connection with the Proprietary Program and when auto-copy feature is enabled, with orders for the same security for other customers, and when dub Financial executes aggregated orders, Customer will receive the average price per unit of the aggregated trade.
g. Dollar Based Transactions and Fractional Shares: Customer understands that, subject to applicable requirements, dub Financial and dub Advisors may report holdings and transactions in Customer’s Account in terms of either U.S. Dollars or shares. Because of dollar-based transactions, Customer will hold fractional share interests in securities. Customer understands that fractional share amounts are typically unrecognized and illiquid outside the dub App and understands and agrees that fractional shares might not be marketable outside the dub App platform or transferrable to another brokerage account.
h. Order Handling: Customer understands that, subject to the terms of an order, the method of execution of each order is in the sole discretion of dub Financial. Orders that are accepted by dub Financial will be transmitted by dub Financial to Apex for placement and execution. Certain orders, at the discretion of dub Financial or Apex, may be subject to manual review and entry, which may cause delays in the execution of orders on behalf of Customer and may cause orders on behalf of Customer to be executed at prices that are significantly different from price conditions that existed when the order was entered on behalf of Customer. dub Financial reserves the right in its sole discretion to decline to accept any order without advance notice.
i. Purchases: Customer promises to pay for all securities purchased in the Account by addition of the appropriate cash amount on or before Settlement Date. dub Financial requires that Customer’s Account contain available funds or that Customer has ordered the liquidation of securities held in the Account in an amount equal to or greater than the purchase price of the securities prior to the trade date. If the foregoing conditions are not met, dub Financial may in its sole discretion liquidate and close out any and/or all securities in Customer’s Account to satisfy Customer’s payment obligation, without prior notice and without regard for any previous demand or agreement concerning the time for payment. In the event Customer’s Account is liquidated, Customer will be liable for any losses incurred by dub Financial. j. Sales: dub Financial requires that a security be held in the Account prior to the acceptance of a sell order with respect to such. Any order accepted without negotiable certificates or positions in the Account will be subject, at dub Financial' sole discretion, to cancellation.
k. Recurring Investments: Customer authorizes dub Financial, LLC to execute orders as part of a recurring investment program based on a schedule determined by the Customer. Under this authorization, dub Financial is permitted to place trades on the Customer’s behalf according to the parameters selected by the Customer, which include the Portfolio, Amount, Frequency, and Start Date. This authorization remains in effect as long as the Customer participates in the recurring investment program and may be modified or terminated by the Customer at any time through the settings in the dub App.
Customer acknowledges that by participating in this program, they are granting dub Financial limited discretionary authority solely to execute orders in line with the selected recurring investment schedule. No additional discretion is provided beyond these instructions, and dub Financial will not initiate trades outside of the established schedule or parameters set by the Customer.
l. Standing Order for Specific Share Identification: By entering into this Agreement, Customer understands and agrees that for purposes of any sale of a particular security being executed in Customer’s Account, Customer authorizes dub Advisors, in connection with the Proprietary Program, to issue a standing order to dub Financial, and otherwise authorizes dub Financial, to specifically identify lots of securities to be sold, in the following order of preference: (i) lots reflecting short-term losses, beginning with lots that generate the greatest short-term loss down to the least short-term loss, (ii) lots reflecting long-term losses, from greatest long-term loss to least long term loss, (iii) lots reflecting no gains or losses, (iv) lots reflecting long-term gains from least long-term gain to greatest long-term gain, and (v) lots reflecting short-term gains from least short-term gain to greatest short-term gain. dub Financial, in its sole judgment, shall apply these preferences to the Customer’s Assets, made solely in reliance on the information available to dub Financial at the time of the trade. Customer agrees that dub Advisors and dub Financial bear no responsibility for the tax treatment of any transaction. The shares so specifically identified pursuant to the Customer’s standing order will be identified on the trade confirmation corresponding to the sale. Notwithstanding the foregoing, dub Financial reserves the right, in its sole discretion, to utilize the FIFO (first-in, first-out) method of basis reporting for any sale of securities executed in Customer’s Account.
m. Cancellation: Customer understands and agrees that orders are subject to immediate execution and cannot be cancelled or modified after they are placed with dub Financial by dub Advisors.
n. Best Execution: Consistent with the principle of best execution, dub Financial or Apex, using a computerized system, routes orders for listed equity securities to market centers for execution. When an order may be executed in more than one market center, dub Financial or Apex takes a number of factors into consideration in determining where to route customers' orders, including, the speed of execution, price improvement opportunities (executions at prices superior to the then prevailing inside market), automatic execution guarantees, the availability of efficient and reliable order handling systems, the level of service provided, the cost of executing orders, whether it will receive cash or non-cash payments for routing order flow and reciprocal business arrangements. dub Financial regularly reviews, among other things, the quality of executions received on behalf of its customers. Pursuant to Rule 606 of the Securities Exchange Act of 1934, quarterly reports that disclose the market venues receiving dub Financial order flow in covered securities, as well as the material aspects of each relationship, will be made available on the dub App. o. Payment for Order Flow: The U.S. Securities and Exchange Commission requires that dub Financial disclose any arrangement for receiving payment for directing order flow. Where permitted under applicable laws and rules, dub Financial reserves the right to receive remuneration (generally in the form of per-share cash payments or through profit sharing arrangements) for directing orders in securities to broker-dealers and market centers for execution. Customer understands that this remuneration, known as "payment for order flow," is considered compensation to dub Financial and the source and amount of any compensation received by dub Financial in connection with Customer’s transaction will be disclosed on written request. dub Financial currently receives payment for order flow from Apex. p. dub Financial Acting as Agent: Customer understands that in executing transactions for the Account, dub Financial may act as agent for Customer, or an agent for both Customer and other dub Financial customers including dub Advisors. dub Financial will not charge Customer a mark down, mark up, or other compensation. Nothing contained in this Agreement, nor any information made available through the dub App is to be construed as an offer to buy or sell, or the solicitation of an offer to buy or sell, any security, financial product or instrument or to participate in any particular trading strategy in any jurisdiction in which such offer, solicitation or trading strategy would be unlawful. q. Disclosures to Issuers: dub Financial is required, upon request, to disclose to an issuer the name, address, and position of each customer who is a beneficial owner of that issuer's securities unless Customer objects in writing. dub Financial maintains this practice as part of its compliance with Rule 14b-1 under the Securities Exchange Act of 1934. Unless Customer notifies dub Financial of such objection in writing, dub Financial will make such disclosures to issuers. r. Reorganizations and Corporate Actions: Customer is responsible for knowing about voluntary and mandatory reorganizations related to securities held in the Account, including mergers, name changes, stock splits and reverse stock splits. dub Financial is not obligated to notify Customer of any such reorganizations before they occur. Customer understands that dub Financial will not allocate securities or funds resulting from reorganizations until such securities or funds are received by dub Financial from the paying agent or depository. On voluntary reorganization instructions, Customer agrees to provide instructions to dub Financial no later than two (2) Business Days prior to the expiration of the offer to allow sufficient time to act on Customer’s instructions. Any instructions received after that time will be processed on a "reasonable efforts" basis only. Additionally, Customer is solely responsible for also knowing about periodic payment activities including cash, stock, and optional dividends. dub Financial is not obligated to notify Customer of any such activities.
25. Access Interruptions: Customer understands that neither dub Financial nor dub Advisors guarantee that access to the dub App and Account management via the dub App will be always available. dub Financial and dub Advisors reserves the right to suspend access without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the dub App, and hence, the Account, may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, any kind of interruption of the services provided by dub Financial or dub Advisors’ ability to communicate with dub Financial, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, or self-regulatory organization, exchange, and force majeure. Customer agrees that neither dub Advisors nor dub Financial will be liable to Customer for any losses incurred by Customer resulting from such access limitations or unavailability.
26. Customer Responsibility: Customer understands that Customer is responsible for all acts and omissions relating to the use of the Service, including all information Customer provides to dub Financial, dub Advisors and any of its affiliates, through the dub App while logged in under Customer’s Username and Password. Customer understands and agrees that it is Customer’s responsibility to maintain the confidentiality of Customer’s Password, to store said password in a secure manner, not to share said Password with any other individual, and to change the Password regularly. Customer agrees to log into Customer’s account regularly, to monitor for unauthorized access, and to notify dub Advisors immediately in writing if Customer becomes aware of any unauthorized use of Customer’s Username and Password. Neither dub Financial, dub Advisors, nor any affiliate of dub Financial or dub Advisors will be liable to Customer or to any other person for any claim with respect to orders dub Advisors places on behalf of Customer based on any information provided without Customer’s authorization through the dub App.
27. Security: When Customer accesses the dub App using an up-to-date version of third-party web browser that is compatible with industry standard encryption, dub Advisors’ and dub Financial’s security systems are designed to protect Customer’s communication through server authentication and data encryption. Access requires password protection to log onto the dub App. No security system is foolproof, and dub Advisors and dub Financial cannot guarantee that such security systems will always be completely secure.
28. Investment Tools: Customer understands that investment tools provided within the dub App, including any performance rankings or categorization of investment portfolios, may result in investment losses and are not a guarantee of performance and neither dub Financial nor dub Advisors guarantees or makes any warranty of any kind, express or implied, regarding the projections or recommendations generated by the investment tools. Customer agrees that dub Advisors and dub Financial, or any of its affiliates are not liable for any losses relating to discrepancies between projections and suggestions and actual performance. dub Advisors cooperates closely with dub Financial.
29. Limitation: Customer understands and agrees that Customer is responsible for all losses arising from or related to the Account. Except for gross negligence or willful misconduct, Customer agrees that dub Financial and dub Advisors and their 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 effecting securities transactions or providing other services for the Account. 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 Customer may have under federal or state securities laws. In addition, it is possible that Customers or dub Financial itself may experience computer equipment failure, loss of internet access, viruses, or other events that may impair access to dub Financial’s software based financial advisory service.
30. Miscellaneous Disclosures: a. U.S. Economic Sanctions: The Account may be subject to U.S. economic sanction and embargo laws. Customer represents that Customer has not been designated by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") as a Specially Designated National or blocked person, Customer has no reason to believe that Customer would be considered a blocked person by OFAC, and Customer resides in the United States. Customer also represents, warrants, and covenants that Customer is not employed by, acting as agent of, or partially owned or controlled by a government, a government-controlled entity or a government corporation. Customer understands that if the application is deemed to fall under any OFAC prohibition, the Account may be declined or restricted from certain activity. b. Interaction with Other Financial Institutions: Customer acknowledges and agrees to the extent that Customer maintain accounts or other financial services or investment advisory relationships with affiliated or unaffiliated entities of dub Financial, that such relationships will be considered separate and apart from this Account with dub Financial.
c. Risk of Losses: The securities available through dub Financial have associated risks and are not insured by the Federal Deposit Insurance Corporation ("FDIC"), carry no bank or government guarantees. Customer understands that investments in securities are subject to investment risks including possible loss of the principal amount invested. d. Changes to Brokerage Agreement or Service: Customer understands that dub Financial may change any of the terms and conditions of this Agreement, eliminate any term or condition, and/or add new terms and conditions at any time. Any such amendment shall be effective as of the time Customer is notified in writing of any change or such later date as dub Financial may establish. dub Financial reserves the right to notify Customer of modifications to the Brokerage Agreement by mailing or e-mailing a written notice or new Brokerage Agreement to Customer. Customer understands that the normal method of notifying Customer of modifications to the Brokerage Agreement will be to post the information on the dub App. Customer also agrees that dub Financial may change the service at any time and that it is not obligated to provide Customer with notice of such a change.
e. Consent to Changes to Brokerage Agreement or Service by Continued Use: If Customer does not close the Account or Customer uses the Service after a change to the Service or notice of a change to the Brokerage Agreement, it shall mean that Customer accepts the change, whether Customer actually knows of it.
f. Consent to Additional Terms: In addition to the terms in this Agreement, when using products, services or features, Customer is also subject to any additional posted guidelines, disclosures, or requirements applicable to such product, service, or feature, which may be amended from time to time. All such additional terms are hereby incorporated by reference into this Agreement.
g. Severability, Waiver, and Effectiveness: If any provision of this 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 Brokerage Agreement. Except as specifically permitted in this Brokerage Agreement, no provision of the Brokerage Agreement can be, nor will it be deemed to be, waived, altered, modified, or amended unless agreed to in writing signed by an authorized officer of dub Financial.
h. Non-Waiver: dub Financial’s failure to insist on strict compliance with this Brokerage Agreement or any other course of conduct on dub Financial’s part will not be deemed a waiver of dub Financial's or dub Advisors’ rights under this Agreement.
i. Successors: This Agreement will pass to the benefit of dub Financial and its successors, assigns and agents. In addition, Customer hereby agrees that this Brokerage Agreement and all the terms hereof, will be binding on Customer’s heirs, executors, administrators, personal representatives, and any assigns permitted by dub Financial.
j. Power of Attorney: Customer agrees and hereby irrevocably appoints dub Financial with full power as Customer’s true and lawful attorney-in-fact, to the full extent permitted by law, for the purpose of carrying out the provisions of this Brokerage Agreement and taking any action and executing any instrument that dub Financial deems necessary or advisable to accomplish the purposes of this Brokerage Agreement.
k. Power and Authority: If Customer is a natural person, Customer represents, warrants, and covenants that Customer has attained the age of majority and has the legal capacity to enter into this Brokerage Agreement and perform obligations under it. If Customer is a legal entity, including a corporation, partnership, estate, or trust, Customer represents that Customer has all necessary power and authority to execute and perform this Brokerage Agreement and that the execution and performance of this Brokerage Agreement will not cause Customer to violate any provisions in Customer’s charter governing document. Customer further represent that this Brokerage Agreement, as amended from time to time, is Customer’s legal, valid, and binding obligation, enforceable against Customer in accordance with its terms.
l. Understanding and Assignment: The parties hereby acknowledge and agree that this Agreement alone, except for the Client Advisory Agreement and the Integrated Rights thereof, and the other documents agreed to and delivered in connection with becoming and continuing to be a Customer, constitute the final understanding between the parties with respect to all matters contained herein. The parties further acknowledge and agree that, except for the above referenced agreements, there are no prior or coexisting agreements different or distinct from those contained herein, and all such prior and coexisting agreements, if any, are merged herein. This Brokerage Agreement, all other written agreements and terms contained on statements and confirmations contain the entire understanding between dub Financial and Customer. This Agreement supersedes any previous agreements that Customer has made with dub Financial individually about to the Account. dub Financial may assign its rights and duties under this Agreement to any of its successors, subsidiaries, or affiliates without giving Customer notice, or to any other entity on prior written notice to Customer. Customer may not assign the rights and obligations under this Agreement without first obtaining the prior written consent of dub Financial. Any purported assignment in violation of this Agreement will be void.
m. Jurisdiction: Customer understands that this Agreement will be deemed to have been made in the State of New York and will be construed, and the rights and liabilities of the parties determined, in accordance with the internal laws of the State of New York.
n. Electronic Signatures: Customer’s intentional action in providing an electronic signature, constituted by clicking a button indicating an electronic signature, typing Customer’s name in a signature field, or otherwise entering an electronic signature, is valid evidence of consent to be legally bound by this Agreement and by other documentation submitted in the Application process or governing Customer’s relationship with dub Financial, and as valid evidence of consent to be legally bound by any other documents relating to the Program Customer electronically signs.
The use of an electronic version of Account documents fully satisfies any requirement that they be provided to Customer in writing. Customer acknowledges that Customer may access and retain a record of the documents that Customer electronically signs. Customer is solely responsible for reviewing and understanding all the terms and conditions of these documents. Customer accepts as reasonable and proper notice, for the purpose of all laws, rules, and regulations, notice by electronic means, including, the posting of modifications to this Agreement on the dub App.
The electronically stored copy of this Agreement is the true, complete, valid, authentic, and enforceable record of the 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. Customer agrees to not contest the admissibility or enforceability of dub Financial's electronically stored copy of the Agreement in any proceeding arising out of the terms and conditions of the Agreement. If more than one individual has electronically signed this Agreement as a Customer, obligations under this Agreement will be joint and several and identical to the obligations of joint Account Holders who have signed a paper Agreement.
o. Electronic Delivery of Documents: Customer acknowledges receipt and acceptance of to the “Consent to Electronic Delivery of Documents from dub Advisors and dub Financial”. All written notices to any party under this Agreement shall be sent to such party in electronic form either through applicable means on the dub App or through designated email addresses, or such other address as such party may designate in writing to the other. Customer is responsible for maintaining a valid email address and software and hardware to receive, read and send email. Customer hereby agrees to provide dub Financial with a current email address and promptly notify dub Financial of any changes to his or her email address in his or her Account on the dub App. Notwithstanding the above, dub Financial may occasionally require certain communications from the Customer to be sent in non-electronic form.
31. Complaints: Complaints about your dub Financial brokerage account may be directed to dub Financial at support@dubapp.com or by mail at 450 Broadway, Floor 2, New York, NY 10013. Customers may also submit complaints via the dub App’s live chat.
32. ARBITRATION AGREEMENT AND DISCLOSURES:
a. Required Arbitration Disclosures: Regulatory authorities require that any brokerage agreement containing a predispute arbitration agreement must disclose that the agreement contains a predispute arbitration clause. This Brokerage Agreement contains a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:
i. All parties to this Brokerage Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except (a) as provided by the rules of the arbitration forum in which a claim is filed; and (b) nothing in this Brokerage Agreement shall limit your right to initiate or participate in a class action lawsuit in a U.S. court to the extent that such a right may not be waived under any applicable FINRA rules.
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. Customer agrees to resolve by binding arbitration any controversy that may arise between dub Financial and Customer relating in any way to this Brokerage Agreement, Customer’s relationship with dub Advisors, any account held with dub Financial, or any service provided by dub Financial to Customer. This arbitration agreement includes an agreement to resolve by binding arbitration any controversy involving the performance, construction, or breach of this Agreement or any other written agreement between dub Financial and Customer.
c. Any arbitration pursuant to this provision shall be conducted by, and according to the securities arbitration rules and regulations then in effect of, FINRA or any national securities exchange that provides a forum for the arbitration of disputes, if dub Financial is a member of such national securities exchange at the time the arbitration is initiated. Any party may initiate arbitration by filing a written claim with FINRA or such eligible national securities exchanges. Any dispute or claim involving a dollar amount more than $50,000 will be before a panel of at least three arbitrators.
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 most 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. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Brokerage Agreement except to the extent stated herein.
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. Customer agrees to the provisions described above and the following additional provisions, regardless of whether Customer is or is not residing in the United States at the time of a controversy arises between dub Financial and Customer:
i. Customer agrees that any arbitration hearing will be held in New York, New York unless otherwise agreed between dub Financial and Customer in a signed writing or unless FINRA (or other self regulatory organization administering the arbitration) designates another hearing location;
ii. Customer agrees to the personal jurisdiction of the courts located in the State of New York, U.S.A, to interpret and enforce these arbitration provisions described in this Agreement; and
iii. All arbitrations will be held in the English language, unless otherwise agreed to by the parties.
Customer makes this arbitration agreement on behalf of Customer and Customer’s heirs, administrators, representatives, executors, successors, assigns, together with all other persons claiming a legal or beneficial interest in the Account.
NOTE: CUSTOMER ACKNOWLEDGES RECEIPT OF A COPY OF THIS BROKERAGE AGREEMENT, INCLUDING THE ARBITRATION CLAUSE LOCATED AT SECTION 32 OF THIS BROKERAGE AGREEMENT.
ATTACHMENT
Consent to Electronic Delivery of Documents from dub Advisors and dub Financial
1. Consent to Electronic Delivery: dub Advisors LLC (“dub Advisors”) serves Customer as an electronic-based investment adviser providing self-directed investment advisory services. dub Financial, LLC (“dub Financial”) serves Customer as an electronic based broker-dealer providing self-directed brokerage services. By becoming a participant in the Program, opening an Account, and agreeing to the terms and conditions of dub App Customer agrees to receive all communications from dub Advisors and dub Financial via the dub App or e-mail. By agreeing to electronic delivery Customer is giving informed consent to electronic delivery of all Account Communications. “Account Communications” shall mean all current and future Account statements, trade confirmations, notices, disclosures, regulatory communications and other information, documents, data and records regarding the Account and all services provided by dub Advisors and dub Financial (including amendments to Client Advisory Agreement and Brokerage Agreement) delivered or provided to Customer by dub Advisors, by dub Advisors on behalf of dub Financial, by dub Financial directly, or the issuers of the Securities and/or Other Property in which Customer invest and other parties.
2. Revocation of Consent: Customer may revoke or restrict consent to electronic delivery of Account Communications at any time, subject to the terms of the Client Advisory Agreement and Brokerage Agreement, by notifying dub Advisors in writing of intention to do so. Customer also has the right to request paper delivery of any Account Communication that the law requires dub Advisors or dub Financial to provide Customer in paper form. Customer understands that the foregoing fee disclosures notwithstanding, if Customer revokes or restricts consent to electronic delivery of Account Communications or requests paper delivery, dub Advisors or dub Financial, at their discretion, may charge Customer a reasonable service fee for the delivery of Account Communications that would otherwise be delivered to Customer electronically, restrict the Account, or close the Account. Neither Customer’s revocation or restriction of consent, Customer’s request for paper delivery, nor dub Advisors’ or dub Financial's delivery of paper copies of Account Communications will affect the legal effectiveness or validity of any electronic communication provided while Customer’s consent was in effect.
3. Electronic Delivery System: dub Advisors and dub Financial will deliver Account Communications by making them available via the dub App. If required by applicable law or rules, dub Advisors or dub Financial will notify Customer by e-mail when Account Communications are posted on the dub App. Such notification may be sent directly by dub Advisors, by dub Financial via dub Advisors email systems and addresses, or by dub Advisors on behalf of dub Financial. Customer will have access through the dub App to an archive of all documents Customer received via electronic delivery for at least the current year. Customer may obtain copies of earlier documents on request. All e-mail notifications of Account Communications will be sent to Customer’s e-mail address of record. Customer is responsible for maintaining a valid email address and software and hardware to receive, read, and send email. Customer hereby agrees to provide dub Advisors and dub Financial with a current email address and promptly notify dub Advisors and dub Financial of any changes to his or her email address in his or her Account on the dub App.
4. Network Security and Reliability: Customer 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. E-mail notifications sent by dub Advisors or dub Financial will not contain sensitive or confidential customer information, including account numbers. Due to security risks, Customer will not send any sensitive information, such as account numbers or Passwords, in an unencrypted e-mail. E-mails on rare occasions may fail to transmit properly. Regardless of whether Customer receives an e mail notification, Customer agrees to check the dub App regularly for up-to-date information and to avoid missing time-sensitive information. Customer agrees that, for Customer’s records, Customer can download and save or print the Account Communications Customer received via electronic delivery.
5. Method of Communication: Customer acknowledges agreement to the Method of Communication provisions of the Customer Brokerage Agreement and Advisory Agreement, respectively of those agreements.
6. Review of Account Communications: Customer agrees to review all Account Communications promptly and carefully as and when delivered and if Customer objects to the information provided notify dub Advisors and dub Financial via email to dub Advisors within five (5) days of delivery or within three (3) days of delivery in the case of transaction confirmations, or within such other applicable time frame as a communication may denote. dub Advisors and dub Financial are entitled to treat such information as accurate and conclusive unless Customer objects via email within five (5) days of delivery. Email address(es) to which Customer directs any objections will be designated by dub Advisors and dub Financial, in their sole discretion. Designated email address(es) will be listed on Account Communications and/or on the dub App and may be dub Advisors email accounts which are routed to dub Financial.
7. Duration of Consent: This consent will be effective immediately and will remain in effect unless and until either Customer, dub Advisors, or dub Financial revokes it. Customer understands that it may take up to three (3) days to process a revocation of consent to electronic delivery, and Customer may receive electronic notifications in the interim.
ATTACHMENT
Electronic Funds Transfer Rights and Error Resolution
You, the Customer, authorize dub Advisors and dub Financial (collectively “us” or “we” or the “Company”) to electronically transfer funds via Automatic Clearing House or other form of electronic transfer (collectively “Transfer”) to/from your dub Financial account to/from your checking account designated by you via the dub App.
You attest to having provided full and accurate bank account and routing number information within dub Advisors’ account application process and elsewhere within the dub App. You understand that the Transfer activation process may take as many as ten (10) business days from the date of dub Financial’s receipt of these instructions and may require your further interaction to complete. You understand that recurring Transfers, if applicable, will initiate no later than the next business day assuming availability of funds. You also understand that funds must be readily available in your checking account or there is a possibility the Transfer will be delayed or cancelled, and you may incur a non-sufficient funds or overdraft fee from the institution holding your checking account.
You agree to notify us of any willful closure of the checking account referenced herein. Furthermore, this authorization shall remain in full force and effect until instructions to terminate or alter are received in writing by dub Advisors. You understand that dub Advisors and/or dub Financial reserve the right to willfully terminate this relationship at their discretion at any time.
You agree to hold dub Advisors and/or dub Financial and their agents free of liability for compliance with the instructions set forth in this document.
It is very important that you contact us at once if you believe your user ID or password has been compromised, or if someone has transferred or may transfer money from your account without your permission. Under applicable federal regulations, the extent of your liability for an unauthorized Transfer is largely determined by your promptness in notifying us or the institution holding your checking account if someone has gained access to your account, or if a transfer or withdrawal in your account statement is incorrect or unauthorized. Notifying us quickly limits your liability:
You can inspect your transaction history at any time by logging in to your account on the dub App. If your transaction history shows Transfers that you did not initiate or authorize, notify us at once. If you notify us within two (2) business days after you learn that your password or other means to access your account may have become known by an unauthorized person, you can lose no more than $50 USD if an unauthorized person uses your password or other means to access your account without your permission to initiate a Transfer. If you do not notify us within two business days, and we can prove that we could have stopped someone from using your password or other means to access your account without your permission if you had told us, you could be liable for as much as $500 USD or more if you do not notify us within 60 days. If you do not notify us within 60 days after the transaction date, you may not recover any money you lose after the 60 days if we can prove that we could have stopped someone from taking the money if you had notified us in time. If a good reason (such as a long trip or hospital stay) kept you from notifying us, we may extend the time periods at our discretion.
In case of unauthorized Transfers or Transfer errors or related questions about your account, you should notify dub Advisors immediately. Contact us by sending an email to support@dubapp.com, as soon as you can if you think your account record or statement is wrong or if you need more information about a Transfer shown on your account record or statement. If you tell us by telephone, we may require that you submit your issue in writing within ten (10) business days. When submitting a Transfer related issue, you must: 1) Tell us your name and primary email address; 2) Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and,
3) Tell us the dollar amount of the suspected error. We will tell you the results of our investigation within ten (10) business days after you submit a Transfer related issue and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) business days to investigate the complaint or question. If we decide to do this, we will provisionally credit your account within ten (10) business days for the amount you think is in error, so that you may have the use of the money during the time it takes for us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive the signed writing from you within ten (10) business days, we may not provisionally credit your transaction account. If we determine there was no error, we will email you a written explanation within three (3) business days after we finish the investigation. You may ask for copies of documents that we used in our investigation. We may revoke any provisional credit provided to you if we find that an error did not occur.
For purposes of this disclosure, our business days are Monday through Friday except legal holidays.
Documentation and Periodic statements. You may review your transaction history anytime by logging into your account. Each time you complete a Transfer, dub Advisors will send you an e-mail confirmation with a reminder to check your account history. If you have not performed any transactions in 90 days, we will provide a reminder to check your account history.
Preauthorized payments. Your use of dub Advisors’ automatic deposit feature or any other features of dub Advisors that include regular Transfers will be deemed pre- authorization for those related Transfers. If regular Transfer deposits or withdrawals are scheduled for your account through the automatic deposit feature or any other features of dub Advisors, you may stop any of these pre-authorized transactions by logging into your account and opting out of the related features before they are scheduled to occur. If you need assistance with this process, you may contact us at support@dubapp.com.
We will be liable for your losses if we do not properly complete a scheduled Transfer. However, we are not liable under certain circumstances, including but not limited to:
If, through no fault of ours, your account does not contain enough money to make the Transfer after the provision of fees due to us are subtracted.
If the money in your account is subject to a collateral pledge or other lien to us, or subject to a legal process, such as a lien, levy, seizure, attachment, or IRS backup withholding.
If circumstances beyond our control (such as fire, flood, electrical, software systems, computer or telephone failure, or malfunction of a central data processing computer or facility) prevent the completion of the Transfer.
If the account from which the Transfer is to be made will be overdrawn by the transaction.
If there are other exceptions established by dub Advisors or by law.
dub Advisors will disclose information to third parties about your account or transfers you make:
When it is necessary to complete Transfers or transactions.
To verify the existence or condition of your account for a credit or risk reporting agency or other third-party entitled to such information.
To comply with State or Federal laws or government agency or court orders.
When you otherwise grant us permission in written form.
This resolution is incorporated in the dub Advisors Client Advisory Agreement and the dub Financial Customer Brokerage Agreement (the “Agreements”). Your authorization and consent to these terms as well as to all State and Federal laws and regulations regarding electronic funds transfers is delivered by electronic signature of the Agreements so received within the account application process or elsewhere within the dub App.
FINRA Broker Check Information
Public information about dub Financial, CRD No. 316477, and its membership with FINRA is available through FINRA’s Broker Check at:
www.brokercheck.finra.org
(800) 289-9999