Investment Advisory Agreement

You enter into this Agreement electronically by checking the acceptance box on the subscription consent screen. The package you select, its price, and the billing and trial terms presented on that screen and confirmed to you by email are your “Engagement Terms” and form part of this Agreement. The effective date is the date you accept, including when you accept by starting a free trial. We record the date and time of your acceptance, the version of this Agreement you accepted, and the package selected, and keep that record in our books and records.

This Agreement is with Dversify Advisors only. Your use of the Platform itself is also subject to the Terms of Service and Privacy Notice of our affiliate Dversify AI LLC, which owns and operates the Platform (see Section 12). If those documents conflict with this Agreement regarding the advisory service, this Agreement controls.

You must be at least 18 years old, a resident of the United States, and legally able to enter into a binding contract. We serve individuals only. Your account and this Agreement are personal to you: you may not use the service to advise others, and information you enter about a spouse, partner, or household member is entered by you, with their permission, as part of your own financial picture — they are not our client and receive no advice from us.

We accept clients only in states where we are registered or may lawfully rely on a state exemption. You represent that the state of residence you provide is accurate and agree to tell us promptly if you move. If we determine that we cannot lawfully serve your state, we may decline or cancel your subscription and will refund any fee paid for the period we cannot serve, calculated under Section 9.

We provide automated, non-discretionary investment advice and financial-planning analyses generated on demand by the Platform from the personal financial information you supply. Advice is delivered exclusively through the Platform. The analyses included depend on the package in your Engagement Terms; the current package contents are described on dversify.ai and in Item 4 of our Form ADV Part 2A brochure (the “Brochure”). We may add, remove, or modify individual analyses over time; changes that materially reduce what your package includes take effect only at your next renewal after notice.

Where our analyses concern securities, recommendations are limited to exchange-traded funds, mutual funds, and individual publicly traded equity and fixed-income securities. Analyses that discuss assets you already hold outside that universe — for example, employer equity compensation, real property, or digital assets — analyze existing holdings and are not recommendations to acquire such assets.

Ask Warren. The Platform includes an automated assistant that can help you understand your own generated reports and how the Platform’s models work in general. Ask Warren is software, not a person. It does not provide new or additional recommendations beyond what your reports already contain and does not connect you to a human adviser.

Support. Our personnel may help you with technical and administrative matters and may explain how the Platform’s models operate. They do not elaborate on, expand, or supplement the advice the Platform generates for you, and do not provide advice through calls, meetings, chat, or email.

We do not: (a) exercise discretion over any account or asset; (b) execute, arrange, or transmit any transaction; (c) hold custody of your funds, securities, or account credentials, or accept any power of attorney; (d) monitor your accounts, holdings, or the markets between the sessions in which you use the Platform, or update advice already generated; (e) vote proxies or act on corporate actions; (f) prepare or file tax returns, represent you before any tax authority, or provide legal, accounting, or insurance services; (g) recommend or select other investment advisers, broker-dealers, or custodians; or (h) provide individualized human consultation of any kind.

Our analyses may address tax considerations as part of financial planning. We are not a CPA firm or a law firm; you should confirm tax and legal conclusions with your own professionals before acting. Educational content and free tools on dversify.ai (including Dversify AI LLC’s Free Tax Modeler) are not part of the advisory service and do not create an advisory relationship.

Your recommendations are generated by software-based models from the information you supply together with publicly available market, tax, and planning data. No advisory personnel individually review a given recommendation before it is delivered. Models rely on simplifying assumptions and historical data that may not hold in the future, and software can contain errors; a report may occasionally be incomplete, inaccurate, or affected by a data-entry or processing error. Third-party data we rely on may be delayed or inaccurate.

You agree to review each report for reasonableness against your own understanding of your circumstances and to tell us immediately — through the support channel on dversify.ai or at support@dversify.ai, identifying the report and the section or figure in question — if you believe a report contains an error. We will investigate, correct a confirmed error, and notify you. Each report speaks as of the date it is generated; to receive updated advice you must return to the Platform and supply current information.

The advice you receive is only as good as the information you provide. You represent that all financial, personal, and goal information you enter or upload is accurate, complete, and reasonably current; that you own or are authorized to provide it; and that you will update it before relying on new advice and promptly after any material change in your circumstances. We rely on your information without independent verification.

You are solely responsible for deciding whether and how to act on any analysis, for implementing any recommendation yourself through accounts and providers of your own choosing, for all costs charged by third parties (custodial and brokerage fees, fund expenses, taxes, and similar), and for evaluating the tax, legal, and insurance consequences of your decisions with your own professionals. You are responsible for maintaining the security of your login credentials and for all activity under your account.

Your fee is the single package fee stated in your Engagement Terms and is our advisory fee. It is billed quarterly in advance by card or ACH through our third-party payment processor (Stripe). Your first invoice is billed at signup (or, if you select a free trial, when the trial ends) and covers your subscription through the end of the then-current quarter. We do not deduct fees from any investment account and do not have custody of your funds; using a payment processor to collect our own fee is not custody.

Fees are negotiable at our discretion and promotional pricing may apply, so different clients may pay different amounts for the same package. Fees are not refundable or reduced for included analyses you do not use. At no time will you have more than one quarter’s fee prepaid. We may change package prices prospectively; a price change applies to you only from your next renewal after we notify you, and you may cancel before it takes effect.

If a payment fails, we will attempt to collect again and may suspend access until the fee is paid; if it remains unpaid we may terminate under Section 20. You are responsible for any sales or similar taxes applicable to your fee.

If you select the 7-day free trial, your card is collected and verified at signup but not charged during the trial. Your first quarterly fee is charged automatically when the trial ends unless you cancel before then, in which case you pay nothing. The trial may include a limited set of analyses as described at signup; the full package unlocks when the first fee is paid. You are our advisory client, and all terms of this Agreement and the disclosures delivered at signup apply, from the day you start the trial. One trial per person.

Renewal. Your subscription renews automatically each quarter, and your payment method is charged the then-current package fee, until you cancel. You gave separate, affirmative consent to this recurring charge on the consent screen.

Cancellation by you. You may cancel at any time online from your dashboard — cancellation is as easy as signing up. Your access continues through the end of the quarter already paid for and you are not billed for any later quarter. Because access continues, no refund is made for the remainder of a quarter you cancel in, except as stated below.

Texas five-business-day right of cancellation. Texas clients may cancel this Agreement within five business days after entering into it and receive a refund of all fees paid, in accordance with Texas Administrative Code §116.12.

Termination by us; death. If we terminate this Agreement other than for your breach (Section 20), or if this Agreement ends on notice of your death, we refund the unused portion of the current quarter’s prepaid fee, computed as the prepaid quarterly fee multiplied by the number of days from the day after termination through the end of the quarter, divided by the number of days in that quarter, within 14 days.

Our Brochure was delivered to you at or before the time you entered into this Agreement: view the current Form ADV Part 2A brochure. Our Form ADV Part 2B brochure supplement, where applicable, and a Client Relationship Summary (Form CRS), when required of us, are delivered with the Brochure or available free of charge on request at support@dversify.ai. We deliver an updated Brochure, or a summary of material changes with an offer of the current Brochure, annually and after material amendments, and deliver our Privacy Notice initially and annually.

If you have a complaint, contact us at compliance@dversify.ai or 888-415-6112. Nothing in this Agreement limits your right to contact or file a complaint with the Texas State Securities Board (www.ssb.texas.gov), the U.S. Securities and Exchange Commission, or any other regulator.

We are a fiduciary to you and will act in your best interest in providing the advisory service. Because the service is non-discretionary and delivered on demand by software, our duty applies to the advice generated for you in each session — including care in how the Platform’s analyses are designed, tested, and presented, and loyalty in disclosing conflicts of interest — and does not include an ongoing obligation to monitor your accounts, watch markets on your behalf, or update advice already given. Nothing in this Agreement waives or limits any duty we owe you, or any right you have, under the Investment Advisers Act of 1940, the Texas Securities Act, or other applicable federal or state securities law that cannot be waived by contract.

Dversify Advisors is the only entity that provides investment advice under this Agreement. The dversify.ai Platform is owned and operated by Dversify AI LLC, a technology company under common ownership with us that is not a registered investment adviser and does not provide investment advice. We deliver all of our advisory services through the Platform and pay Dversify AI LLC for platform access under a written Intercompany Services Agreement; we approve the advisory content, model rules, and narrative templates the Platform generates on our behalf. Our owner has a financial interest in both companies, and our ability to serve you depends on the continued operation of a platform we do not own. These are conflicts of interest and a material business dependency, described further in Item 10 of the Brochure. Neither company pays the other for referrals.

Dversify AI LLC is not a party to this Agreement and has no advisory relationship with you. It is an intended third-party beneficiary of Sections 13 through 19 and 23 through 27 and may enforce them as they apply to it. Your records — including generated reports and the versions of the models and templates that produced them — are retained on Dversify AI LLC’s infrastructure under our control and our recordkeeping obligations.

We collect, use, and safeguard your non-public personal information as described in the Privacy Notice, which forms part of this Agreement and is delivered initially and annually. In summary: your information is used only to deliver your reports and services, to operate and secure the Platform, and to meet our legal obligations; it is processed on ISO/IEC 27001-compliant cloud infrastructure; it is never used to train machine-learning models; and it is not sold. Dversify AI LLC processes your data as our service provider under confidentiality obligations. Our payment processor (Stripe) and other service providers act on our behalf under contractual restrictions.

We are required by securities regulations to keep records of your account, the information you supply, and the advice generated for you for at least five years after the relationship ends; those records are retained even if you close your account or request deletion of other data.

Reports and analyses generated for you are for your personal, non-commercial use in managing your own finances. You may download and keep them, and share them with your own professionals. You may not resell, republish, or distribute them, use them to advise others, or use the Platform to provide services to third parties. The Platform, its models, templates, methodologies, and content are the intellectual property of Dversify AI LLC and its licensors; no rights are granted to you other than the limited right to use the service under this Agreement and the Terms of Service.

You consent to receive this Agreement, the Brochure and all other disclosure documents, invoices and billing notices, reports, and all other communications electronically — by email to the address on your account and through your account on the Platform — and to sign and accept documents electronically. An electronic acceptance has the same legal effect as a handwritten signature. Electronic delivery requires internet access, a current email account, and software to open PDF files; you are responsible for keeping your email address current and your devices secure. You may request a paper copy of any document, or withdraw this consent prospectively, by writing to support@dversify.ai; withdrawing consent may limit or end our ability to provide the service. You agree that we may contact you about your account by email and, for service matters, by telephone.

Notices to you are effective when sent to the email address or in-Platform inbox associated with your account. Notices to us must be sent to compliance@dversify.ai or to Dversify Advisors LLC, 501 S Austin Ave, Suite 1220, Georgetown, Texas 78626.

Investing involves risk, including the possible loss of principal. Past performance does not guarantee future results, and no strategy, analysis, or recommendation can guarantee a particular outcome, tax result, or level of income. Risks specific to our service — including market, interest-rate, credit, inflation, liquidity, concentration, tax, model and algorithmic, no-monitoring, technology-availability, and execution-timing risk — are described in Item 8 of the Brochure, which you acknowledge having received. We do not guarantee the performance of any investment, plan, or recommendation, or that the Platform will be uninterrupted or error-free.

To the fullest extent permitted by law, Dversify Advisors and its affiliates, owners, and personnel are not liable for any loss arising from: (a) your decision to act, not act, or delay acting on any analysis or recommendation; (b) inaccurate, incomplete, or outdated information you supplied, or your failure to update it; (c) market movements or economic events; (d) acts or omissions of third parties, including custodians, broker-dealers, payment processors, data providers, and internet or hosting providers; (e) events beyond our reasonable control; or (f) your breach of this Agreement or the Terms of Service. To the same extent, neither we nor our affiliates are liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or lost opportunity, however arising, and our aggregate liability for all claims arising out of or relating to this Agreement or the service will not exceed the advisory fees you paid us in the twelve months before the event giving rise to the claim.

Nothing in this Section limits or waives any liability we have to you, or any right you have, under the Investment Advisers Act of 1940, the Texas Securities Act, or other federal or state securities law, to the extent such liability or right cannot be limited or waived by contract.

You will indemnify and hold harmless Dversify Advisors, Dversify AI LLC, and their owners and personnel from third-party claims, losses, and reasonable expenses arising from (a) materially inaccurate information you supplied on which we reasonably relied, (b) your use of the service to advise or act for others, or (c) your violation of law, this Agreement, or the Terms of Service — except to the extent caused by our negligence, willful misconduct, or breach of fiduciary duty.

This Agreement begins on the date you accept it and continues until it ends under Section 9 or this Section. We may suspend your access, or terminate this Agreement on notice, if: a fee remains unpaid after a failed-payment retry; you materially misrepresent information; you use the service in breach of Section 14 or the Terms of Service; we reasonably believe your account is compromised or being used unlawfully; we cannot lawfully serve you in your state of residence; or we determine that we can no longer suitably serve you. Refunds on termination by us are computed under Section 9. On any termination, your access ends at the effective date (or the end of the paid quarter, where applicable), your obligations under Sections 6, 13, 14, 18, 19, and 23 through 27 survive, and we retain records as required by law.

Neither party may assign this Agreement without the other party’s consent. A transaction that results in a change of actual control or management of Dversify Advisors will be treated as an assignment. We may request your consent to an assignment by written notice; if you do not object within 60 days after the notice, your consent will be deemed given to the extent permitted by applicable law, and you may terminate this Agreement at any time without penalty. Dversify Advisors is a single-member limited liability company; we will notify you in writing within a reasonable time of any change in our membership.

We maintain a written Business Continuity Plan that addresses continuity of the Platform, loss of key personnel, loss of our office, and data-restoration procedures, and a written Cybersecurity Policy; summaries are available on request. If an event covered by the plan prevents us from providing the service for an extended period, we will notify you and you may terminate with a refund computed under Section 9.

We may amend this Agreement by posting the updated version on dversify.ai and notifying you under Section 16 at least 30 days before it takes effect. Changes that increase your fee or materially reduce the service take effect only at your next renewal after notice. Your continued use of the service after the effective date is acceptance of the amended Agreement, except where applicable law requires your affirmative consent, in which case we will ask for it. No other modification is effective unless in writing and agreed by both parties.

Informal resolution first. Before starting arbitration or a lawsuit, the party with a claim must send the other a written notice describing the claim and the relief sought (to compliance@dversify.ai, or to your account email), and the parties will try in good faith to resolve it for 60 days.

Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement, the advisory service, the Platform, or your relationship with Dversify Advisors or Dversify AI LLC — including its formation, validity, or scope, and including claims against either company’s owners, personnel, or affiliates — will be resolved by final and binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The Federal Arbitration Act governs this Section. The arbitrator, not a court, decides questions of arbitrability. The arbitrator will apply the substantive law that would apply in court, may award any individual relief a court could award, including relief available under federal and state securities laws, and will issue a reasoned written decision. Hearings will be held by video or in the county where you reside, at your election. For claims of $75,000 or less, Dversify Advisors will pay all AAA filing, administrative, and arbitrator fees; for larger claims, fees are allocated under the AAA Consumer Arbitration Rules.

Class-action and jury-trial waiver. You and we agree that each may bring claims only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and that the arbitrator may not consolidate more than one person’s claims or preside over any form of representative proceeding. To the extent permitted by law, each party waives any right to a jury trial. If the class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court under Section 25, and the remainder of this Section continues to apply.

Exceptions; your rights. Either party may bring an individual claim in small-claims court. Nothing in this Section limits your right to file a complaint with, or seek relief from, the Texas State Securities Board, the U.S. Securities and Exchange Commission, or any other regulator; waives any right you have under federal or state securities laws that cannot be waived by contract; or affects the five-business-day right of cancellation in Section 9.

30-day opt-out. You may opt out of this arbitration provision by emailing compliance@dversify.ai from your account email, with the subject line “Arbitration opt-out,” within 30 days after you first accept this Agreement. Opting out does not affect any other term of this Agreement.

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles, and by applicable federal securities law. For any matter not subject to arbitration, the state and federal courts located in Williamson County, Texas have exclusive jurisdiction, and each party consents to that jurisdiction and venue, except where applicable law provides otherwise.

This Agreement is a written investment advisory contract that states, as required of Texas-registered investment advisers under Texas Administrative Code §116.12: the services to be provided (Sections 3 and 4); the term and termination (Sections 9 and 20); the advisory fee and how it is computed (Section 7 and your Engagement Terms); the amount of any prepaid fee to be returned on termination and how it is calculated (Section 9); that we do not exercise discretionary authority (Section 4); that this Agreement may not be assigned without your consent and that we will notify you of any change in our membership (Section 21); and your five-business-day right of cancellation (Section 9). Nothing in this Agreement requires you to waive compliance with any provision of the Texas Securities Act or the rules of the Texas State Securities Board.

This Agreement, your Engagement Terms, the Brochure, the Privacy Notice, and the Terms of Service are the entire agreement between you and Dversify Advisors about the advisory service and supersede prior discussions. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement remains in effect. Our failure to enforce a provision is not a waiver of it. Headings are for convenience only. “Including” means “including without limitation.” This Agreement may be accepted electronically and stored as an electronic record.

By checking the acceptance box you confirm that: you have received and had the opportunity to read the Brochure; you have read this Agreement, including the arbitration provision and class-action waiver in Section 24; you understand the service is automated, non-discretionary, delivered only through the Platform, and does not include monitoring, execution, custody, or human consultation; you meet the eligibility requirements in Section 2; you consent to electronic delivery under Section 15; and you separately authorize the automatic recurring quarterly charge described in your Engagement Terms until you cancel.