HEDGEHOG

Services Agreement

Program Agreement
EFFECTIVE: 09.23.2020
IMPORTANT NOTICES
If you want to participate in the Hedgehog Program and have carefully reviewed this Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 AND THE PREAUTHORIZED RECURRING MONTHLY DEBIT IN SECTION A5.3.1 OF ATTACHMENT A, and the agreements attached to this Program Agreement that apply to the type(s) of Hedgehog account(s) and/or product(s) you have chosen (collectively, the “Product Agreements”), then click the button to indicate "I Agree”. Following signup, your continued participation in the Program is your indication that you agree to all of the terms of this Program Agreement.
BY USING HEDGEHOG AFTER INDICATING THAT YOU AGREE TO THIS PROGRAM AGREEMENT, YOU WILL BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS PROGRAM AGREEMENT AND EACH OF THE PRODUCT AGREEMENTS:
(A) if you have chosen a Hedgehog Trading Account or Hedgehog Automated Account the Investment Administration Agreement with the Administrator (the "Administration Agreement," attached to this Program Agreement as Attachment A);
(B) if you have chosen a Hedgehog Trading Account or Hedgehog Swap Facility Account, the Brokerage and Custody Customer Agreement with the Carrying Broker (the "Brokerage Agreement," incorporated in this Program Agreement as Attachment B by reference, at the Carrying Broker Website);
The Product Agreements are described further in Section 1.4.
FURTHER BY CLICKING THAT YOU AGREE TO THIS PROGRAM AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND HAD AN OPPORTUNITY TO REVIEW:
• all disclosures Hedgehog or any of its affiliates or agents has made available to you through the Websites or the Application, including disclosures about debits to be withdrawn from the account that is your Funding Source (as defined below) on the Fee Date (as defined below) of each month in the amounts specified in the disclosures;
• the Brochure (as defined below); and YOU MUST READ AND CONSIDER THE PROGRAM AGREEMENT AND THE APPLICABLE PRODUCT AGREEMENTS LISTED ABOVE CAREFULLY AND CONTACT HEDGEHOG TO ASK ANY QUESTIONS YOU MAY HAVE BEFORE ENTERING INTO ANY OF THEM. CLICKING THAT YOU AGREE HAS THE SAME LEGAL EFFECT AS SIGNING A PAPER VERSION OF THE PROGRAM AGREEMENT AND EACH OF THE PRODUCT AGREEMENTS.YOU ACKNOWLEDGE THAT THESE AGREEMENTS MAY BE AMENDED FROM TIME TO TIME AND THAT THE AMENDED AGREEMENTS WILL BE DELIVERED ELECTRONICALLY BY POSTING ON THE HEDGEHOG WEBSITE AND THE APPLICATION. YOU AGREE TO CHECK THE HEDGEHOG WEBSITE AND/OR THE APPLICATION FOR NEW VERSIONS OF THESE AGREEMENTS. YOU AGREE THAT, BY KEEPING YOUR HEDGEHOG ACCOUNT OR USING ANY OF THE SERVICES PROVIDED IN THE PROGRAM WITHOUT OBJECTING AFTER HEDGEHOG POSTS A NEW VERSION OF ANY OF THE APPLICABLE AGREEMENTS LISTED ABOVE ON THE HEDGEHOG WEBSITE, YOU WILL AGREE TO AND ACCEPT ALL TERMS AND CONDITIONS OF ANY AMENDED AGREEMENT, INCLUDING ANY NEW OR CHANGED TERMS OR CONDITIONS.
DEFINITIONS
When the following capitalized terms are used above or below in this Program Agreement, the Administration Agreement, or the Brokerage Agreement, the following definitions apply:
Administration Agreement: Administration Agreement means the Investment Administration agreement between the Administrator and you, which is attached as Attachment A to this Program Agreement.
Administration Charge: Administration Charge means the portion of the Subscription Fee payable to the Administrator for the Administration Services.
Administration Services: Administration Services means the services the Administrator provides you under the Administration Agreement.
Agreements: Agreements refers collectively to this Program Agreement and each and all of the Product Agreements that apply to the products you have chosen, including but not limited to the Investment Administration Agreement, the Brokerage and Custody Customer Agreement, and the Hedgehog Transaction Account Agreement.
API Keys: API Keys means any string of characters, or collection of such strings, provided by you to Hedgehog for the purpose of identifying electronic requests, made through the Application to the Carrying Broker or Administrator, as requests originated by you.
Application: Application means the software and technology that Hedgehog provides to let you access the Portfolio Application and information about your Hedgehog Trading Account using an internet-connected device that is compatible with the Application.
Assets: Assets means the securities that you buy and sell through the Application, the Carrying Broker, and the Clearing Broker and that the Carrying Broker holds in your Hedgehog Trading Account on your behalf.
Brochure: Brochure means any wrap fee program brochure for the Program that an Advisor files with the SEC on Form ADV Part 2A.Brokerage AgreementBrokerage Agreement means the Brokerage and Custody Customer Agreement between the Carrying Broker and you, which is available at the Carrying Broker Website.
Business Day: Business Day means a day when both: (i) the New York Stock Exchange or NASDAQ opens for trading during all or part of that day; and (ii) federally chartered banks in the United States are generally open for business during all or part of that day.
Calculated Portfolio: Calculated Portfolio means the Portfolio Hedgehog administers for your Portfolio Account(s) based on certain Client Information you supply to Hedgehog.
Carrying Broker: Carrying Broker means any exchange for which you have provided API Keys to Hedgehog for the purpose of retrieving and recording transactions, issuing transaction requests, placing orders through the Application, or any other activity made possible through the Application.
Carrying Broker Website: Carrying Broker Website means the website operated by the Carrying Broker, and any subdomains or subdirectories, which hosts the API Keys provider by the user.
Cash: Cash means the money credited to your Portfolio Account. Cash includes money you send to the Carrying Broker from your Funding Source to buy Assets and money you receive from sales of currencies, airdrops, dividends, or interest paid by the Exchange of Origin.
Clearing Agreement: Clearing Agreement means the Omnibus Clearing Agreement between the Carrying Broker and the Clearing Broker.
Clearing Broker: Clearing Broker means a broker, if any, that the Carrying Broker engages to provide execution, clearance, or settlement services for Currency Transactions or to hold Assets in the Carrying Broker’s name. If the Carrying Broker engages more than one Clearing Broker, Clearing Broker means the broker that provides the applicable services referenced in the context in which the term is used.Client InformationClient Information means all information about you, including information about your identity, email address, physical address, location, nationality, citizenship, tax residency, financial situation, investment objectives, Linked Account(s), Funding Source(s), and similar information that you supply the Administrator through the Application or otherwise through the Hedgehog Website or that you supply the Carrying Broker through the Carrying Broker Website.
Combined Monthly Balance: Combined Monthly Balance means your combined average Portfolio Account Value for each of your Portfolio Accounts at the end of each Business Day for the 30 calendar days that immediately precede your statement date.
Covered Brokerage Services: Covered Brokerage Services means the following services provided by the Carrying Broker pursuant to the Brokerage Agreement: (i) the routing of Orders to the Clearing Broker; (ii) the execution, clearance, and settlement of Purchases and Sales by the Clearing Broker pursuant to the Clearing Agreement; (iii) omnibus custody of Assets held by the Clearing Broker in the Carrying Broker’s name pursuant to the Clearing Agreement; and (iv) the carrying and maintenance of your Hedgehog Trading Account by the Carrying Broker, which includes accounting, record keeping, and reporting for activity in your Hedgehog Trading Account. Covered Brokerage Services does not include preparation or delivery of paper statements or confirmations, if any, that you request.
Currency: Currency means any of the tradable tokens, assets, or properties included by Hedgehog in any area of the Application.DepositDeposit means, with respect to your Hedgehog Trading Account, a transfer of money from your Funding Source to the Carrying Broker and the crediting to your Portfolio Account by the Carrying Broker of the money the Carrying Broker receives.Deposit at WillDeposit at Will means, with respect to your Hedgehog Trading Account a Deposit that you initiate directly through the Application rather than by generating a transaction with your Linked Account(s).
Direct Debit: Direct Debit means a transfer of funds using the Automated Clearing House, a network for, among other things, direct payment by electronic funds transfer; or a blockchain network, a distributed network sharing a ledger of transactions for, among other things, the purpose of recording assets and liabilities, and facilitating direct payment through cryptographically signed requests; or any other vendor achieving substantially similar results.
FDIC: FDIC means the Federal Deposit Insurance Corporation. Deposits at FDIC insured institutions are insured up to at least $250,000 per depositor, per ownership category. FDIC insurance applies only to accounts held in the United States and its territories and possessions, at institutions that hold a federal charter. For details, please refer to the brochure published by the FDIC or visit the FDIC website at www.fdic.gov.
Fee Date: Fee Date means the Business Day each month when the applicable Subscription Fee for that calendar month will be withdrawn from your Funding Source. The Fee Date will initially be the the date one Trial Period after your first Hedgehog account was verified (“Verified Date”), followed by the first business day of each subsequent month. If the date one Trial Period after your Verified Date falls on a day that is not a Business Day in a given month, your Fee Date for that month will be the Business Day immediately prior to the date one Trial Period after your Verified Date. If your Fee Date would fall on a day in the prior month - due to weekends or holidays - your Fee Date will be the first Business Day in the calendar month.
Funding Source: Funding Source means an account that you use to send money to and receive money from your Portfolio Accounts. It is a checking account, credit account, or blockchain address that will be a source of Deposits and destination of Withdrawals in the Program. Your primary Funding Source is the primary transaction account from which payment will be debited to pay your Subscription Fee. At no point may you have more than one external account as the primary Funding Source.HedgehogHedgehog means either, or all of, Hedgehog Technologies Incorporated and its subsidiaries.
Hedgehog Trading: AccountHedgehog Trading Account means a non-retirement brokerage account that the Carrying Broker establishes and carries for you to hold your Assets and Cash and record your transactions. In the Application, Hedgehog may refer to your Hedgehog Trading Account as “Hedgehog Wallet”, simply “Trading” or “Hedgehog” or “Wallet”.
Hedgehog Wallet: Hedgehog Wallet means a non-retirement brokerage account that the Carrying Broker establishes and carries for you to hold your Assets and Cash and record your transactions. In the Application, Hedgehog may refer to your Hedgehog Wallet as “Hedgehog Trading Account”, simply “Trading” or “Hedgehog” or “Wallet”.
Hedgehog Website: Hedgehog Website means hedgehog.app, and any subdomains or subdirectories, which Hedgehog operates.Indemnified PersonsIndemnified Persons means Hedgehog, the company board, administrators, ledger providers, and each of their respective affiliates, officers, directors, employees, representatives, successors, and assigns. InsurerInsurer means the provider supplying insurance for Hedgehog and its affiliates for any purpose
Ledger Provider: Ledger Provider means the bank, transaction processor, or blockchain network, miners, foundation, and developers collectively that distribute and run the software which records and processes transactions of Cash on your behalfLinked Account(s)Linked Account(s) means the account(s) you use and connect to Hedgehog.
Monthly Trading Balance: Monthly Trading Balance means the average daily balance of a Hedgehog Trading Account for the applicable month.
Order: Order means an order that you place to buy or sell Assets on the Application through the Carrying Broker and includes an order to buy or sell Assets for a Purchase or Sale in your Portfolio Account.
Portfolio Account: Portfolio Account means a Hedgehog Trading Account if you have a Hedgehog Trading Account.
Portfolio Account Value: Portfolio Account Value means the aggregate market value at any point of the assets in any one of your Portfolio Accounts.
Portfolio Management Application: Portfolio Management Application means the computer software-based online application developed by Hedgehog to analyze certain Client Information provided by you and administers a Calculated Portfolio for you. The Portfolio Management Application is a feature and part of the functionality of the Application.
Portfolios: Portfolios means the example portfolios that Hedgehog has developed for its clients to emulate or alter in Portfolio Accounts through the Program.
Privacy Policy: Privacy Policy means collectively (i) the Privacy Policy of Hedgehog, the Administrator, the Carrying Broker, and their affiliates, which is available from time to time on the Hedgehog Website and the Carrying Broker Website, and (ii) the Privacy Policy available through the Application.ProgramProgram means the subscription and any wrap (advisory) fee program provided for in this Program Agreement and the Product Agreements.
Program Agreement: Program Agreement means this Hedgehog Program Client Agreement between Hedgehog, the Administrator, the Carrying Broker, and you.
Program Charge: Program Charge means the fee for the overall account services; including but not limited to trading, portfolio administration, and others which are offered as part of the Subscription Fee; and excluding educational content, wallet management, and access to the Hedgehog financial system, which are offered regardless of the Subscription Fee.
Purchase: Purchase means a purchase of Assets into your Portfolio Account.
Rebalancing: Rebalancing means a combination of Purchases and/or Sales ordered by Hedgehog on your behalf and designed by you, in your sole discretion, to keep the proportions of Assets in your Portfolio Account within specified ranges of the corresponding proportions of Assets in your Selected Portfolio.
Reinvestment: Reinvestment means a combination of Purchases by Hedgehog on your behalf using Cash from sales of Assets, airdrops, dividends, or interest paid by the Exchange of Origin.
Restriction: Restriction means a Asset that you choose, subject to the terms and conditions of the Administration Agreement, not to buy or hold in your Portfolio Account.
Retention Period: Retention Period means the amount of time you are required under the terms of the promotion through which you received such Reward Assets into your Hedgehog Trading Account to retain any Reward Assets unless you make a Deposit of an amount greater than or equal to the current value of such Reward Assets.
Reward Assets: Reward Assets means Assets bought in a Purchase in your Hedgehog Trading Account funded by Hedgehog, the Administrator, or the Carrying Broker, or the parent or any affiliate of the Carrying Broker, as part of a promotion and not funded by a Deposit. To receive Reward Assets, your Hedgehog Trading Account must be open and in good standing at the time Hedgehog initiates the Purchase. If your Hedgehog Trading Account is not open and in good standing, you forfeit the right to the Reward Assets.SaleSale means a sale of Assets from your Portfolio Account.
SEC: SEC means the U.S. Securities and Exchange Commission.
Selected Portfolio: Selected Portfolio means a Portfolio that you select (taking into account any Restrictions you impose subject to the terms and conditions of the Administration Agreement) to approximate in your Portfolio Account.Subscription FeeSubscription Fee means the fee fully described in Section 2.
Tax Form: Tax Form means a statement that the Carrying Broker and Administrator are required to provide you in a form specified by the Internal Revenue Service for tax reporting purposes. Examples include statements on Form 1099-DIV, Form 1099-B, and Form 1099-MISC.
Terms of Use: Terms of Use means any written terms or conditions that Hedgehog, the Carrying Broker, or the parent company of Hedgehog requires you to abide by when using the Application, the Portfolio Management Application, and the Websites. The Terms of Use include but are not limited to the terms and conditions of the Program Agreement, the Investment Administration Agreement, the Brokerage and Custody Customer Agreement, the Hedgehog Transaction Account Agreement, and the Hedgehog Website Terms and Use as well as any written terms or conditions that Hedgehog, the Carrying Broker, or the parent company of Hedgehog requires you to agree to before loading the Application or before accessing either of the Websites.
Trading Agreements: Trading Agreements refers collectively to the following Agreements, to the extent they cover Hedgehog Trading Accounts: this Program Agreement, the Investment Administration Agreement, the Brokerage and Custody Customer Agreement, and the Hedgehog Transaction Account Agreement.
Trading Expenses: Trading Expenses mean any expenses that may be incurred by Hedgehog, the Investment Administrator, the Clearing Broker, the Carrying Broker, Ledger Provider, or any of their affiliates as a result of effecting a trade on your behalf.Transaction OperatorTransaction Operator means a bank, blockchain network, or other vendor that Hedgehog engages from time to time for you to use when you request a Direct Debit to transfer money from your Funding Source to the Carrying Broker and to transfer money from the Carrying Broker to your Funding Source.
Trial Period: Trial Period means a number of days after the Verified Date for which you may use any of the Products provided by Hedgehog at no charge. The Trial Period length will be disclosed at the time you purchase any Product from Hedgehog.
Withdrawal: Withdrawal means a transfer to your Funding Source of Cash disbursed from your Portfolio Account pursuant to a Withdrawal Request.
Withdrawal Request: Withdrawal Request means a communication you send Hedgehog through the Hedgehog Website or mobile Application requesting that Hedgehog forward Orders for Sales and instruct the Carrying Broker to disburse the proceeds of the Sales to fund a Withdrawal in the requested amount.
HEDGEHOG PROGRAM TERMS AND CONDITIONS
1. Program Features and Structure
1.1 Account Types
There is currently one kind of investment account in the Program: Hedgehog Trading Accounts.
1.1.1 Hedgehog Trading Accounts
A Hedgehog Trading Account is a taxable securities brokerage account that you can use to invest in, transact in and hold Assets accumulated by a Carrying Broker. Generally, earnings and gains in your Hedgehog Trading Account are taxed in the year received. Withdrawals and their conditions are governed by your Agreement with the relevant Carrying Broker. Hedgehog Trading Accounts may have special features, such as Reward Asset promotions, that Hedgehog has designed to provide additional ways to accumulate investments. An individual may not have more than one Hedgehog Trading Account. The Trading Agreements govern Hedgehog Trading Accounts and related services.
1.1.2 Account Type Differences, Purposes and Usage
You are solely responsible for your decisions whether to open and how to use a Hedgehog Trading Account, including which types and combination of Hedgehog Accounts, if any, to open and use, and decisions about whether to use other products and services Hedgehog may offer from time to time. Decisions under your sole responsibility include all decisions about (i) whether to use a Hedgehog Trading Account, or some combination of accounts to make any Deposit, Withdrawal, Purchase or Sale and how you allocate investments and transactions among your Portfolio Accounts.
1.1.3 No Tax or Legal Advice
Notwithstanding anything to the contrary in this Program Agreement, or the other Trading Agreements, Hedgehog does not provide tax or legal advice. If you have questions about whether and how much to invest in a taxable Hedgehog Trading Account, please consult with your qualified tax advisor, attorney, or tax attorney.
1.2 Services in the Program
The Program gives you access to a combination of services designed to let you do the following subject to this Program Agreement’s terms and conditions:
• access exclusive educational content regarding finance, investing and other topics related to trading;• learn about the Assets that Hedgehog has accumulated and about the currencies that comprise the Portfolios;
• provide Hedgehog with Client Information about yourself, your investment objectives, and financial circumstances;
• design a Portfolio as the Calculated Portfolio that Hedgehog administers at your request;• access information to help you decide the Assets to comprise the Portfolios you want to be in your Selected Portfolio;
• open a Hedgehog Trading Account with the Carrying Broker to hold Assets in proportions that approximate your Selected Portfolio;
• move money in amounts as little as the Carrying Broker minimum from one of your existing Funding Sources to your Portfolio Account to invest through the Program;
• have Hedgehog allocate the money you send to your Portfolio Account and manage the holdings in your Portfolio Account in Assets in amounts that approximate your Selected Portfolio;
• use transactions in your Linked Account(s) as a way to set aside money to invest through the Program in your Hedgehog Trading Account;
• earn Reward Assets for your Hedgehog Trading Account;You acknowledge that the services you receive through participating in the Program are sufficient consideration for you to enter into: (i) this Program Agreement; (ii) and the Trading Agreements.
1.3 Service Providers in the Program and Their Roles
You acknowledge that there are three different affiliated entities that provide the services that comprise the Program —Hedgehog Technologies Incorporated, referred to as “Hedgehog”; a connected exchange via API Keys, referred to as the “Carrying Broker”, and a program administrator, referred to as the “Administrator”. In addition, Hedgehog, the Carrying Broker, the Administrator, or their parent companies may, subject to applicable laws and regulations, engage vendors or other contractors to help Hedgehog, the Carrying Broker, and the Administrator fulfill their duties under the Agreements.
You acknowledge and agree that Hedgehog, the Carrying Broker, or the Administrator may engage their respective parent corporations or an affiliate to act as their agent and/or to perform certain services on their behalf for the Program, including without limitation to act as agent an with power of attorney in withdrawals from your Funding Source to pay for the Subscription Fee or, if applicable, other fees associated with the Program.Additionally, Hedgehog, the Carrying Broker, the Administrator, or their parent companies may engage external vendors or other contractors to provide ancillary enhancements or features for you to use when you participate in the Program, including the services provided by the Transaction Operator.
1.3 Product Agreements
This Program Agreement is between Hedgehog, the Carrying Broker, the Administrator, and you and pertains to the Program generally. In addition to this Program Agreement, the Administration Agreement between you and the Administrator and the Brokerage Agreement between you and the Carrying Broker are described below in Sections 1.4.1 and 1.4.2. You acknowledge that Hedgehog, the Carrying Broker, and the Administrator have separate agreements with you that allocate separate sets of rights and obligations between you and the applicable entity. You further acknowledge that none of Hedgehog, the Carrying Broker, the Administrator, or their parents is responsible for the obligations of any of the other respective entities. You agree that none of Hedgehog, the Carrying Broker, the Administrator, or their parents indemnify each other in connection with any of the Agreements.
1.3.1 Investment Administration Agreement (Attachment A)
The Administration Agreement (Attachment A to this Program Agreement) is between the Administrator and you and pertains to the investment administration services that the Administrator provides as your investment administrator for your Portfolio Account(s). Under the Administration Agreement, and subject to its terms and conditions, the Administrator is generally responsible for providing tools for developing the Portfolios, analyzing your Client Information, administering your Calculated Portfolio, preparing Orders so that Cash from your Deposits gets invested in a way that approximates your Selected Portfolio, preparing Orders for Rebalancing and Reinvestments, and placing orders with the Carrying Broker when you change your Selected Portfolio or make a Withdrawal Request. By agreeing to this Program Agreement, you also agree to the Administration Agreement. The Administration Agreement is incorporated by reference into this Program Agreement and is one of the Trading Agreements.
1.3.2 Brokerage and Custody Customer Agreement (Attachment B)
The Brokerage Agreement (Attachment B to this Program Agreement) is between the Carrying Broker and you and pertains to the Brokerage and Custody Customer Agreement that the Carrying Broker provides as the broker that carries and effects transactions in your Hedgehog Trading Account. Under the Brokerage Agreement, and subject to its terms and conditions, the Carrying Broker is generally responsible for: maintaining and recording transactions in Cash and Assets in your Hedgehog Trading Account; sending Orders placed by Hedgehog Administrators to the Clearing Broker for execution, clearance, and settlement; and providing you with statements, confirmation emails if you request them, and other information about your Hedgehog Trading Account. By agreeing to this Program Agreement and participating in the Program, you also agree to the Brokerage Agreement. The Brokerage Agreement is incorporated by reference into this Program Agreement and is one of the Trading Agreements.
1.3.3 Transaction Account Agreement (Attachment C)
The Transaction Account Agreement (Attachment C) is between Hedgehog and you and pertains to the money transmitting services Hedgehog facilitates for you in connection with your Hedgehog Account. By agreeing to this Program Agreement, you also agree to the Transaction Account Agreement. The Transaction Account Agreement is incorporated by reference into this Program Agreement.
1.3.4 Custodial Agreements (Attachments D)
The Traditional Custodial Agreement (Attachment D) is between the Custodian and Administrator and participants in Hedgehog Accounts (including all traditional individual accounts and accounts advised by the Administrator). Hedgehog, the Carrying Broker, the Administrator, their parent companies and their affiliates are not parties to, and shall, notwithstanding anything to the contrary, have no obligation or liability under, the Traditional Custodial Agreement. The Traditional Custodial Agreement is one of the Agreements for each Hedgehog Custodial Account.
2. Fees
2.1 Subscription Fee
If you open any Hedgehog account, which may or may not include a Portfolio Account and/or a Hedgehog Trading Account, you agree to pay Hedgehog promptly the Subscription Fee specified in Section 2.1.1. Subscription Fees are nonrefundable and will not be prorated upon termination. The Subscription Fee includes (A) the Administrative Charge for (i) all Administrative Services provided by the Administrator, (ii) all Covered Brokerage Services provided by the Carrying Broker in connection with your Portfolio Account(s), (iii) the services the Custodian and Administrator provides as custodian and administrator of any Hedgehog Custodial Accounts in which you participate, and (B) the Program Charge for (i) all money transmitting services facilitated by Hedgehog. The amount of the Subscription Fee depends on whether you have a Hedgehog Trading Account, a Hedgehog Custodial Account, and/or a Hedgehog Transaction Account, and, in certain cases, the Combined Monthly Balance in your Portfolio Accounts.
Hedgehog will not charge you any fee in connection with the Administration Services other than the Administration Charge, provided that Hedgehog or any of its agents may charge a fee if a Deposit, including any Deposit at Will or Round Up Deposit, or the payment of any Subscription Fee fails due to insufficient funds in your Funding Source. The Carrying Broker will not charge you any fee in connection with the Program other than the Brokerage Fee unless you request services beyond the Covered Brokerage Services. Hedgehog will not charge you any fee in connection with facilitating the money transmitting services other than the Program Charge, which is included in your Subscription Fee when charged by Hedgehog. Additional fees for specially requested services beyond the Administration Services, the Covered Brokerage Services, and the money transmitting services are described in Section 2.2. Notwithstanding anything to the contrary in the Agreements, you agree that, if you request the preparation and delivery of paper documents that Hedgehog or the Carrying Broker normally provides in electronic form or that Hedgehog and the Carrying Broker are not required to provide in paper form, Hedgehog or the Carrying Broker may charge you additional fees for the preparation and delivery of such paper documents.
The Administrator of record for your Hedgehog Transaction Account may charge you a fee in connection with any transactions recorded in the ledger.
2.1.1 Subscription Fee Amount
Subject to Hedgehog’s discretion to waive fees described in Sections 2.4 and 2.5 below, the Subscription Fee will amount to whichever of the following applies:• $30 Tier - allows you to have a Hedgehog Trading Account with full access to any Carrying Broker as enabled by the API Keys;
• $60 Tier - allows you to have a Hedgehog Trading Account with full access to any Carrying Broker as enabled by the API Keys, to take advantage of the Hedgehog Swap Facility, and to automate your investments based on Client Information;
• $100 Tier - allows you to have a Hedgehog Transaction Account, a Hedgehog Trading Account, Hedgehog Swap Facility, and one or more Hedgehog Tax Accounts;
• Custom Price Tier - Hedgehog may offer a custom pricing model for a subscription tier that may offer unique or beta products, or a unique or beta combination of products, provided that subscribers to the Custom Price Tier will have their actual monthly Subscription Fee amount conspicuously disclosed prior to, and following, subscription;
A portion of your Subscription Fee charged by Hedgehog will be allocated to the Administration Charge. Users will have 10% of each Subscription Fee allocated to the Administration Charge on their monthly account statement. You can confirm your Administration Charge allocation on your monthly account statements available through the Website. In either case, you will not be charged an additional amount for your Administration Charge, because it is included in the Subscription Fee you pay to Hedgehog.
2.1.2 Administration Charge Portion of Subscription Fee Attribution by Portfolio Account
For the purposes of any reporting of your Portfolio Accounts’ performance we may provide from time to time, Hedgehog will attribute some or all of the Administration Charge, which is a portion of your Subscription Fee, to your Portfolio Accounts as follows:• Administration Charge will be attributed to your Hedgehog Trading Account;Additional portions of your Subscription Fee incurred in connection with choosing a Hedgehog Transaction Account and not otherwise described above will not be attributed to your Portfolio Accounts for the purposes of reporting performance of those accounts.
2.1.3 Debit Authorization to Pay Subscription Fee
The normal way you will pay the Subscription Fee specified in Section 2.1.1 is by a single recurring monthly Direct Debit that will deduct money from your primary Funding Source. If Hedgehog is unable to collect your Subscription Fee via Direct Debit from your primary Funding Source, you authorize Hedgehog and/or its agents to collect your Subscription Fee by Direct Debit from a secondary Funding Source, if any. You authorize Hedgehog and/or its agents to initiate the recurring monthly debit from your primary and/or secondary Funding Source in Section A5.3.1 of the Administration Agreement. If Hedgehog is unable to collect your Subscription Fee via Direct Debit from a secondary Funding Source, Hedgehog may collect fees relating to your Account(s) under Section 2.3 below. Hedgehog reserves the right to cease offering you services under the Program Agreement if you revoke your electronic authorization.
2.2 Other Fees for Specially Requested Services and Irregular Occurrences
Here are fees that Hedgehog or the Carrying Broker may charge, in addition to the applicable Subscription Fee for specially requested services or irregular occurrences:
Funds Transfers: Direct Debit or Withdrawal | FreeReturned ACH, or Check* Deposit | $30/occurrence
Domestic Wire Transfer* | $40/occurrence* Deposits and Withdrawals in the Program are regularly done by Direct Debit. Checks and wire transfers are not regularly accepted in the Program but may be accepted by Hedgehog or the Carrying Broker on a case by case basis under Section A2.1 of the Administration Agreement.
Asset Transfers: Account Transfer — Incoming† | FreeAsset Transfer — Outgoing | FreeIn-kind Withdrawal (Free Delivery) of Assets‡ | $50 per Asset
† Deposits in the Program are regularly done by Direct Debit. Incoming Account Transfers are not regularly accepted in the Program, but “liquidate and transfer” Account Transfers may be accepted by Hedgehog or the Carrying Broker on a case by case basis under Section A2.1 of the Administration Agreement.
‡ In-Kind Withdrawal of Assets are only available for Hedgehog Trading Accounts.Account MaintenanceElectronic Statements | FreeElectronic Confirmations | FreePaper Mailed Statements | $10/monthPaper Mailed Confirmations | $15/month
2.3 Liquidation of Portfolio Account Holdings to Pay Fees
Under Section A5.3.2 of the Administration Agreement, Hedgehog may at any time in its sole discretion instruct the Carrying Broker to initiate Sales in one or more of your Portfolio Accounts necessary and cause the proceeds to be used to pay any current or past fees due to Hedgehog, the Carrying Broker or the Custodian and Administrator under this Program Agreement (including the Product Agreements) relating to your Hedgehog Trading Account, including at any time when Hedgehog has been unable for any reason to complete a Direct Debit of a Subscription Fee by debiting your primary or secondary Funding Source.
2.4 Discretion to Waive or Customize Fees
The Subscription Fee is not negotiable. Hedgehog reserves the right to waive or customize the Subscription Fee or any part of the Subscription Fee at any time, for any period, for any client at its sole, unfettered, and absolute discretion.
2.4.1 Initiatives with Waived Fees
Hedgehog may, from time to time, elect to launch promotions or other initiatives whereby Subscription Fees may be waived, in whole or in part, for certain categories of client (such as, by way of example, students, clients below a certain age and/or military veterans). Any such initiative (i) may be expanded, narrowed, suspended, cancelled or modified at any time by Hedgehog in its sole discretion, and (ii) will be subject to rules, guidelines and/or terms and conditions, if any, that Hedgehog determines in its sole discretion to apply in connection therewith (which rules, guidelines and/or terms may be included in website landing pages, on the Hedgehog Website generally and/or elsewhere). To the extent any such program or initiative is cancelled or terminated, Hedgehog will, after giving impacted clients notice, begin charging clients the then-current Subscription Fees prospectively pursuant to the preauthorization in the Administration Agreement. You agree and acknowledge that Hedgehog shall have sole discretion in determining whether or not any existing client or potential client meets the requirements to participate in and/or benefit from any such program or initiative, and Hedgehog shall not be liable to you or any other party in connection with any such decision and/or in connection with the administration of any such program or initiative generally.
2.5 Fees in Negligible Portfolio Situations
2.5.1 Incompatibility of Fee Structure with Infrequent Small Investments
You acknowledge that Hedgehog designed the Program with frequent investing in mind and that the fee structure might not be economical or appropriate for individuals looking to make few or infrequent small-dollar investments. You acknowledge that the Subscription Fee may exceed the aggregate costs of purchasing separately the individual services that comprise the Administration Services, Covered Brokerage Services, and, if applicable, services the Custodian and Administrator provides as custodian and administrator of Hedgehog Accounts.
2.6 Trading Expenses
You acknowledge that the Assets that Hedgehog administers and that comprise the Portfolios charge their own fees and/or expenses. The deduction of the fees and expenses of the Assets from the Assets’ average net assets, as well as the Assets’ brokerage fees and other costs and charges, are reflected in the price of the Assets and are not separately deducted from your Portfolio Account. The fees and expenses charged by the Ledger Provider and Carrying Broker are separate and distinct from our Subscription Fee. You acknowledge that you have access to information about the fees charged and costs incurred by the Assets in the prospectuses delivered on Carrying Broker’s behalf by its service provider by email or at the Carrying Broker Website.
3. Websites and Applications
3.1 Privacy and Data Security
By entering into one or more of the Agreements, you acknowledge receipt of the Privacy Policy available on the Hedgehog Website and the Privacy Policy available through the Application. The Privacy Policy describes the general policies of Hedgehog, the Carrying Broker, and Administrator regarding use and sharing of information and the nonpublic personal information provided to or collected by Hedgehog, the Carrying Broker, and/or Administrator in connection with the opening and carrying of a Portfolio Account and/or a Hedgehog Transaction Account. You agree that the rights and obligations of Hedgehog, the Carrying Broker, Administrator, and you relating to your personal information are defined in the Privacy Policy, subject to the terms and conditions of the Agreements and applicable state and federal laws and regulations of the United States. Hedgehog, the Carrying Broker, and Administrator have taken reasonable actions to safeguard your nonpublic personal information. However, none of Hedgehog, the Carrying Broker, or Administrator warrants or guarantees secure access to the Websites, the Application, or Portfolio Management Application. If unauthorized individuals or organizations access or misappropriate your personal information, none of Hedgehog, the Carrying Broker, or Administrator shall be liable for any damages resulting from such unauthorized access or misappropriation. You agree that, if you have claims against Hedgehog, the Carrying Broker, or Administrator regarding the handling of your personal information, your only remedies will be those expressly provided by the applicable laws and regulations, in accordance with the Agreements.
You authorize Hedgehog, the Carrying Broker, and Administrator to use information about you that is publicly available or available directly or indirectly from credit reporting agencies in verifying your identity, performing background checks, investigating suspicious activity, or for any other purpose for so long as any account of yours in the Program is open or any amount is owed to Hedgehog, the Carrying Broker, or Administrator. Hedgehog, the Carrying Broker, and Administrator may use and share information about you, and you may "opt out" of certain types of information sharing, to the extent, if any, provided in the Privacy Policy. You authorize Hedgehog, the Carrying Broker, and Administrator to obtain consumer credit and other reports from any consumer reporting agency or provider of publicly available background to gather information necessary in the sole discretion of Hedgehog, the Carrying Broker, and Administrator. You acknowledge that, to the extent described in the Privacy Policy, Hedgehog, the Carrying Broker, and Administrator use authentication and encryption to protect the Websites, the Application, and your information and that access will therefore require password submission.
3.2 Device Compatibility
The Application is designed to work when accessed through the internet by a computer using certain web browsers or certain portable devices (such as phones or tablets that use Android or iOS operating systems), you acknowledge and agree that some web browsers or portable devices may not be compatible with the Application.
3.3 Terms of Use
You acknowledge receipt of the Terms of Use, which apply to the Application, the Portfolio Management Application, and the Websites and agree to adhere to the Terms of Use throughout your participation in the Program.4. Client InformationYou acknowledge and agree that, subject to the terms and conditions of the Administration Agreement, Hedgehog relies on the Client Information to provide the Administration Services, including the administration by the Portfolio Management Application of the Calculated Portfolio. You further acknowledge and agree that Hedgehog shares some or all of the Client Information with the Carrying Broker, Administrator, and Ledger Provider, and that, subject to the terms and conditions of the Brokerage Agreement and the Transaction Account Agreement, the Carrying Broker and Ledger Provider, respectively, rely on such Client Information to perform certain compliance functions, including verifying your identity for anti-money laundering and counter-terrorist financing purposes and confirming that United States firms like Hedgehog, the Carrying Broker, and Ledger Provider are permitted to provide you with services under applicable United States economic sanctions against various countries, individuals and organization.
You represent and warrant to Hedgehog, the Carrying Broker, Administrator, and Ledger Provider that all Client Information you supply is true, accurate, complete, and current. Without limiting the generality of the preceding sentence, you represent and warrant that you are not insolvent. You agree to update any Client Information you provided Hedgehog, the Carrying Broker, Administrator, or Ledger Provider that is no longer accurate promptly using the Hedgehog Website. You agree to indemnify and hold Hedgehog, the Carrying Broker, Administrator, Ledger Provider, and the other Indemnified Persons harmless from any and all damages resulting from or relating to your failure to provide true, accurate, complete, and current Client Information or to update Client Information.
5. Source of Funds
You represent, warrant, and covenant that none of the money you invest, will invest, or use to make a Deposit in the Program comes from, will come from or will be used to promote the conduct of, any crime or other illegal activity. You represent that no individual or entity has an interest in any money you use for Deposits or in any money or securities in any Portfolio Account of yours other than you or any other individual you have disclosed to Hedgehog as the joint owner of your Funding Source. You agree and acknowledge that there may be no more than one active external Funding Source (not including a Hedgehog Transaction Account, as applicable) linked to each Portfolio Account at any time.
6. Electronic Delivery Consent
Hedgehog serves its clients through the Hedgehog Website and its functionalities, including the Application, which includes the Portfolio Management Application, and is accessible to computers with access to the internet and certain types of portable devices with which the Application is compatible and email communications sent through the internet. The Carrying Broker serves its customers who are Hedgehog’s clients through the Carrying Broker Website and email communications.
When you agree to participate in the Program by entering into this Program Agreement and the Product Agreements, you consent to receive any and all advice, documents, information, or other communications from Hedgehog, the Carrying Broker, Administrator, and Ledger Provider electronically through the Websites, the Application, the Portfolio Management Application, email, or otherwise over the internet. BY CLICKING THE BUTTON TO INDICATE "I AGREE" TO ENTER INTO THE AGREEMENTS, YOU GRANT YOUR INFORMED CONSENT TO RECEIVE ELECTRONICALLY ANY STATEMENTS, CONFIRMATIONS, PROSPECTUSES, PROXY AND VOTING MATERIALS, DISCLOSURES, TAX REPORTS, NOTICES, AND OTHER DOCUMENTS AND/OR INFORMATION RELATING TO THE PROGRAM, INCLUDING FOUND MONEY AND LOCAL FOUND MONEY NOTIFICATIONS, AMENDMENTS TO THE AGREEMENTS, ADDITIONAL AGREEMENTS OR OTHER COMMUNICATIONS TRANSMITTED TO YOU IN RELATION TO THE PROGRAM.
Notwithstanding anything in the Agreements, you may request Tax Forms or other any communication that Hedgehog or the Carrying Broker is required by applicable law or regulation to provide on request be provided to you in paper. Your informed consent shall apply to each Tax Form and other communication that Hedgehog or the Carrying Broker is required by applicable law or regulation to provide on request to you in paper unless and until you revoke it. You may revoke or limit your informed consent to electronic delivery at any time by sending an email to support@hedgehog.app. Notwithstanding anything in the Agreements to the contrary, you agree that, if you revoke or limit your informed consent to electronic delivery, Hedgehog or the Carrying Broker may charge you reasonable fees, separate from and in addition to the Subscription Fee, for paper delivery and related services. Although you consent to electronic delivery, Hedgehog, the Carrying Broker, Administrator, and/or your applicable bank of record may send you paper communications or request that you send paper communications to any of them.
You agree that:
• You will provide and update Client Information electronically using the Application.• You may access statements, Tax Forms, and the current Agreements electronically through the Application or the Hedgehog Website.
• You may access prospectuses through emails from the Carrying Broker’s vendor.• You will receive proxy voting materials for the Assets with instructions on how to vote your Assets from the Carrying Broker or a vendor acting on the Carrying Broker's behalf.• The Carrying Broker will provide you confirmations electronically through the Application.• Administrator will provide investment administration solely through the Application and the Portfolio Management Application.
• Ledger Provider will provide transaction statements electronically through the Application.
• The electronically stored copies of the Agreements are the enforceable, true, complete record of each of the Agreements, which can be admitted as evidence or otherwise used in arbitration, litigation, administrative or other legal or regulatory proceedings as if they were originally produced and then kept in paper form. You will not object to or challenge the enforceability or use of the electronically stored copies of the Agreements.
• You will check the Hedgehog Website and Application regularly for communications from Hedgehog, the Carrying Broker, Administrator, and/or Ledger Provider, including electronic notices that any of the Agreements have been amended in accordance with Section 11.10 below.
• You will need a computer with a browser and access to the internet to access Tax Forms on the Websites.7. Investment RisksYou acknowledge that:• The Assets in your Portfolio Account(s) may increase or decrease in value.
• Money invested in your Portfolio Account(s) is subject to market risk and the loss of up to the amount invested.
• Past performance, including model back-tested performance of the Calculated Portfolio, the Selected Portfolio, or other Portfolios, does not guarantee future results.
• Investment performance of any kind can never be guaranteed. Neither Hedgehog nor the Carrying Broker represent or warrant the present or future level of risk or volatility in, or the future performance of, the Calculated Portfolio, your Selected Portfolio, other Portfolios, or your Portfolio Account(s).
• Performance of the Calculated Portfolio, your Selected Portfolio, other Portfolios, or your Portfolio Account(s) may differ materially from investment gains and avoidance of investment losses projected, described, or otherwise referenced in forward-looking statements.
• By participating in the Program, you may lose opportunities to make other investments and to realize gains from such other investments.
• Data provided by Hedgehog or the Carrying Broker may not be free from unknown or unintended error or inaccuracies.
• Investments in Portfolio Accounts are not guaranteed by the Federal Deposit Insurance Corporation, any bank, or any government.
8. Term
8.1 Effective Date
The Agreements become effective the date you click "I Agree" to enter into them.
8.2 Suspension of Services
You agree that Hedgehog, the Carrying Broker, Administrator, Ledger Provider, and any of their affiliates or contractors may suspend the provision of services to you or delay, limit, restrict, or refuse any transaction for you at any time for any length of time without prior notice to you if any of Hedgehog, the Carrying Broker, Administrator, or Ledger Provider believes in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or avoid, violating any law or regulation applicable to Hedgehog, the Carrying Broker, Administrator, Ledger Provider, or a transaction relating to the Program; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over Hedgehog, the Carrying Broker, Administrator, Ledger Provider, or a transaction relating to the Program; (iii) to avoid a loss to you, Hedgehog, the Carrying Broker, Administrator, or Ledger Provider; (iv) to remediate or otherwise to address problems with technology; (v) due to interruptions in the access to or operation of any technology that Hedgehog, the Carrying Broker, Administrator, or Ledger Provider directly or indirectly use in connection with the Program; or (vi) to prevent a breach or violation of any term, condition, or other provision of any of the Agreements.
If Hedgehog, the Carrying Broker, Administrator, and Ledger Provider suspend all services under the Program, Hedgehog will credit to your Portfolio Account or transfer to your Funding Source (including your Hedgehog Transaction Account , as applicable) the prorated Subscription Fee for the period during which all services for your Portfolio Accounts, and/or Hedgehog Transaction Account were suspended. Hedgehog may in its sole discretion, but shall not be required to, credit to your Portfolio Account or transfer to your Funding Source (including your Hedgehog Transaction Account, as applicable) the prorated Subscription Fee or a portion thereof for any period during which services were interrupted, delayed or partially suspended.
8.3 Termination of Portfolio Accounts
You, Hedgehog, or the Carrying Broker may close any or all of your Portfolio Accounts and terminate the Agreements at any time for any reason. You may close any or all of your Portfolio Accounts and terminate the Agreements by sending an email request via support@hedgehog.app or by mailing a signed written request, provided that:
• if you terminate any of the Agreements with respect to any Portfolio Account, you will be deemed to simultaneously terminate all of the Agreements with respect to that Portfolio Account;
• the Carrying Broker will, before closing your Portfolio Account, settle any Purchases or Sales pending when Hedgehog initiates or receives a request to close your Portfolio Account;
• Hedgehog will notify the Custodian and Administrator regarding any instructions to close a Hedgehog Account;
• you, not Hedgehog or any of its affiliates or agents, shall be responsible for providing any instructions or other information required or requested by the Custodian and Administrator in connection with the closing of any Hedgehog Account;
• the Custodian and Administrator may, in accordance with the Custodial Agreement, whichever applies, charge a fee to conduct a “rollover” of a custodial account held by another trustee or custodian; and
• Hedgehog and/or the Carrying Broker may, before closing your Portfolio Account, deduct any unpaid and pro-rated portion of the respective Subscription Fees owed for the day Hedgehog received your closure instruction and days prior and any other fees owed for specially requested services or irregular occurrences, including paper delivery of documents, transfer of Assets, or physical delivery of Assets.
Notwithstanding the foregoing, if you explicitly request when you close your Hedgehog Trading Account that Assets be transferred to another broker-dealer, Hedgehog will instruct the Carrying Broker to transfer, in accordance with your instructions, the Assets remaining after each of the following are paid for with the proceeds of a Sale: any Withdrawals pending when the termination notice was received or sent by Hedgehog Administrators; any portion of the Subscription Fees due; the fees charged for processing the in-kind transfer to another broker-dealer; and any other fees due. If you request to close any Hedgehog Account you participate in, the closing transactions will be processed in accordance with the Agreements.
8.4 Termination of Hedgehog Transaction Accounts
If you should choose to close your Hedgehog Transaction Account, notify Hedgehog Customer Service in the Application, by email at support@hedgehog.app, or by calling (831) 218-2651. If your Hedgehog Transaction Account remains at a zero balance for more than three hundred sixty-five (365) consecutive days, we or Ledger Provider may close such account. If your Hedgehog Transaction Account has a negative balance for forty-five (45) consecutive days, and we are unable to bring your account to a zero balance under the Netting in the Transaction Account Agreement (Attachment C), we or Ledger Provider may close such account. For accounts closed with a negative balance, we and Ledger Provider reserve all rights under the Agreements and under law and equity necessary to obtain reimbursement for the losses incurred by us on your account. For additional information on Hedgehog Transaction Accounts, see the Transaction Account Agreement (Attachment C).
9. Reward Assets
You agree that you may not initiate a Sale of Reward Assets, a Withdrawal of the proceeds of a Sale of Reward Assets, or include the Reward Assets in a transfer of Assets to a broker-dealer other than the Carrying Broker until the earlier of: (i) the day after you make a Deposit into your Hedgehog Trading Account of an amount greater than or equal to the current value of the Reward Assets; or (ii) the day after you have kept your Hedgehog Trading Account open for the entire Retention Period. If you never make a Deposit of an amount greater than or equal to the current value of the Reward Assets and do not keep your Hedgehog Trading Account open for the Retention Period, you will not be able to use the Reward Assets for a Withdrawal or include the Reward Assets in any transfer of Assets to a broker-dealer other than the Carrying Broker. You acknowledge that the Reward Assets, like any other Assets, may decline in value or be used to pay some or all of the Subscription Fee or other charges in accordance with the Agreements. You acknowledge and agree that Hedgehog, any affiliate of Hedgehog, or the Carrying Broker may receive compensation from one or more third parties in connection with an affiliate program promotion relating to a Hedgehog Trading Account, including compensation that is more than the value of the Reward Assets you receive into a Hedgehog Trading Account as Rewards in connection with the promotion.
10. Liability
10.1 Limitation of Liability
Subject to federal and state laws and Section 10.6 below, you agree that Hedgehog, the Carrying Broker, Administrator, Insurer, and their officers, directors, and employees shall not be liable under any of the Agreements for their actions or omissions absent their willful misconduct, or intentional violation of applicable law. Neither Hedgehog nor the Carrying Broker shall be liable for damages (including losses, lost opportunities, and lost profits) relating to differences between projected or potential performance and actual results. Without limiting any other indemnity provision of the Agreements, you shall indemnify and hold harmless Hedgehog, the Carrying Broker, Administrator, Ledger Provider, and the Indemnified Persons from any loss, damage, or liability arising out of any transaction in which Hedgehog acts directly or indirectly as your Investment Administrator or the Carrying Broker or Administrator acts directly or indirectly as your agent, absent any willful misconduct or intentional misconduct by Hedgehog, the Carrying Broker, Administrator, or the applicable Indemnified Person.
10.2 Limitation of Damages
Hedgehog, the Carrying Broker, the Administrator, the Ledger Provider, and Indemnified Persons shall not be liable for any incidental or consequential damages. Any recovery by you shall be limited to the amount of all fees paid by you to the liable entity or the entity for which any indemnified liable person works, whether against Hedgehog, the Carrying Broker, the Administrator, the Ledger Provider, and any of their respective officers, administrators, employees, or agents.
10.3 Limitation of Actions
Any action against Hedgehog, the Carrying Broker, Administrator, Ledger Provider, or Indemnified Persons or their respective officers, affiliates, or assigns must be brought within one year from termination of your account or the date you knew or had reason to know you had suffered any damages, whichever is earlier.
10.4 Access and Technology Problems
You acknowledge that access to the Websites, the Application, or the Portfolio Management Application may be limited or unavailable from time to time, including due to systems maintenance or enhancements, usage demands, software or hardware malfunctions, or occurrences beyond the control of Hedgehog, the Carrying Broker, the Insurer, and Administrator (including operator errors, market volumes and volatility, power failures, equipment failures, communications failures, natural disasters, terrorist acts, and warfare). You agree that none of Hedgehog, the Carrying Broker, the Insurer, or Administrator warrants or guarantees that the Websites, the Application, or the Portfolio Management Application will be available all the time or at any particular time or that access will be continuous or uninterrupted. You agree that none of Hedgehog, the Carrying Broker, the Insurer, or Administrator shall be liable for any damages (including losses, lost opportunities, lost profits, and the cost of substitute services) relating to the use of, inability to use, disruptions or interruptions in, the lack of access to, or the operation of, or otherwise arising in connection with, the Websites, any linked websites, the Application, or the Portfolio Management Application. Without limiting the generality of the preceding sentence, none of Hedgehog, the Carrying Broker, the Insurer, or Administrator shall be liable for the transmission of harmful data or code that may impact equipment, files, or data of you or anyone else or for the incompatibility of any equipment you own or use with technology used by Hedgehog, the Carrying Broker, the Insurer, or Administrator. You agree that none of Hedgehog, the Carrying Broker, the Insurer, or Administrator make any warranty of any kind, express or implied, and expressly disclaim any warranties implied by law regarding the usability or functionality of the Hedgehog Website, the Carrying Broker Website, the Application, or the Portfolio Management Application or any other hardware, software, or technology used in connection with the Program.
10.5 Website Content
Hedgehog, the Carrying Broker, the Insurer, and Administrator may enhance, supplement, modify, or remove content on the Websites at any time for any reason without notice to you but shall have no duty to update such content. You acknowledge that there may be inaccuracies or typographical errors in content on the Websites or websites linked to either of the Websites from time to time and agree that Hedgehog, the Carrying Broker, the Insurer, and Administrator specifically disclaim all liability for such inaccuracies or errors. You acknowledge and agree that the content and opinions on third-party websites linked to either of the Websites are not necessarily monitored, reviewed, investigated, verified, validated, or endorsed by Hedgehog, the Carrying Broker, the Insurer, or Administrator. Hedgehog, the Carrying Broker, the Insurer, and Administrator are not responsible for the accuracy or reliability of any information on the Websites. You agree it is your responsibility to evaluate the accuracy, reliability, timeliness, and completeness of content on the Websites.
Hedgehog, the Carrying Broker, the Insurer, and Administrator does not and will not provide tax or legal advice, including with respect to any of your Portfolio Accounts or Hedgehog Transaction Account. You agree that none of the content provided through the Application, including the Portfolio Management Application, the Hedgehog Website, or the Carrying Broker Website is intended as, and shall not be deemed to be, tax or legal advice. You acknowledge that you should consult with a personal tax advisor before making tax-related investment decisions. You agree that none of Hedgehog, the Carrying Broker, the Insurer, or Administrator shall have any obligation under any of the Agreements to take any action with respect to legal proceedings, including bankruptcy, that may arise regarding (i) securities held or formerly held in any of your Portfolio Accounts or regarding the issuer of such securities; or (ii) money managed or formerly managed through your Hedgehog Transaction Account.All content, products, and services on the Websites and the Application are provided "as is" without any warranty of any kind, express or implied, including warranties of accuracy, fitness for a specific purpose, security, ownership, title, non-infringement, or merchantability.
10.6 Independent Contractors
None of Hedgehog, the Carrying Broker, the Insurer, or Administrator shall be liable for the acts or omissions of their vendors or other contractors, including the Transaction Operator, the Clearing Broker, Ledger Provider, or any third party participating in a Promotion relating to Rewards, or third party insurance provider relating to Hedgehog. Without limiting the foregoing, Hedgehog and Administrator do not warrant or guarantee that any or all money, credits, or other property that might be necessary to fund Rewards in a Promotion will be received in connection with the Program. Notwithstanding the terms and conditions of any Rewards promotion, you acknowledge and agree that you will have no right to receive any Rewards from Hedgehog’s or Administrator’s parent company or any of its affiliates, to the extent any third party fails to pay Hedgehog’s or Administrator’s parent company in connection with the applicable promotion.
10.7 Direct Debit Transactions
You acknowledge that it is your responsibility to provide correct payment instructions for your Funding Source to Hedgehog, the Carrying Broker, Administrator, and the Transaction Operator when requested in connection with the Program. You agree to be bound by the Ledger Provider operating rules and any applicable local money transmitting rules. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions to make a Deposit or pay Subscription Fees may result in a Direct Debit being rejected, lost, posted to an incorrect account or returned to the Ledger Provider that maintains your Funding Source without notice to you. You agree that Hedgehog and/or Administrator may request and the Transaction Operator or Carrying Broker may make Direct Debits for Withdrawals solely by reference to the account number of the recipient. Hedgehog, the Carrying Broker, Administrator, and the Transaction Operator shall not be obligated by any provision of any of the Agreements to determine whether there is a discrepancy relating to names or account numbers in transfers between any of your Portfolio Accounts and your Funding Source. You agree to indemnify and hold Hedgehog, the Carrying Broker, Administrator, and the other Indemnified Persons harmless from any and all damages resulting from or relating to any mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions for a Direct Debit to make a Deposit or Withdrawal or pay Subscription Fees. You agree that processing of Direct Debits for Deposits, Withdrawals or Subscription Fees may be delayed up to five Business Days or longer. If you believe a transfer has not been properly credited to you, you agree to notify Hedgehog and/or Administrator promptly. You agree that money transferred from your Funding Source may not be reflected in a Deposit credited to your Portfolio Account(s) or available during delays. You agree that, notwithstanding anything to the contrary in any of the Agreements, Hedgehog, the Carrying Broker, Administrator and the Indemnified Persons shall not be liable for ACH transfer processing delays, any act or omission of, including any overdraft or other fee charged by, any Ledger Provider that maintains your Funding Source or Linked Account(s), or for any act or omission of any service provider or vendor of any such financial institution. Any credit resulting from a Direct Debit associated with a Deposit or payment of any Subscription Fee is provisional until the Carrying Broker receives payment. Without limiting any other rights of Hedgehog, the Carrying Broker, or Administrator to delay a Withdrawal or deny a request for a Withdrawal, Hedgehog, the Carrying Broker, and Administrator reserve the right to delay or prevent a Withdrawal of the proceeds of any Deposit pending verification of final payment. If the Carrying Broker does not receive final payment, or if any of your Portfolio Account(s) have been credited by mistake, you authorize Hedgehog to instruct the Carrying Broker to reverse the credit to your affected Portfolio Account(s) or you will otherwise reimburse the Carrying Broker if assets in your affected Portfolio Account(s) are not sufficient. If a payment funding a Deposit does not become final, the originator (which is you in the case of a Deposit originating in your Funding Source, your employer in the case of an employer contribution to a Hedgehog Account, and the holder of Rewards in the case of a Hedgehog Trading Account receiving Rewards) will not be deemed to have paid you in your applicable Portfolio Account.
10.8.1 Recurring Transfers
You hereby authorize Hedgehog, the Carrying Broker, Administrator, and/or Ledger Provider (the “Service Providers”) to make recurring electronic debits and credits to your Funding Source or Hedgehog Transaction Account as initiated by you for the amounts and frequencies you identify, and, if necessary, to correct erroneous debits and credits. The Service Providers’ authorization to initiate debit and credit entries to your Funding Source or Hedgehog Transaction Account will remain in full force and effect until you notify the Service Providers that you wish to revoke this authorization by emailing support@hedgehog.app or making such changes in the Application, if available. You must notify the Service Providers at least three (3) business days before the scheduled debit date in order to cancel this authorization. If the Service Providers do not receive notice at least three (3) business days before the scheduled debit date, the Service Providers may attempt, in their sole discretion, to cancel the debit transaction. However, the Service Providers assume no responsibility for their failure to do so. Please note that withdrawal of your electronic authorization contained in this Section will not apply to Direct Debits performed before the withdrawal of your authorization becomes effective.In accordance with the Program Agreement, you represent that the transfers you hereby authorize comply with applicable law. The Service Providers reserve the right to delay or prevent transfers of funds in accordance with applicable laws.
10.8.2 Automated Deposit
You hereby authorize the Service Providers to make electronic debits and credits to your Hedgehog Transaction Account and Hedgehog Trading Account as initiated by you for the amounts and frequencies you identify in the Automated Deposit feature, and, if necessary, to correct erroneous debits and credits. The Service Providers’ authorization to initiate debit and credit entries to your Hedgehog Transaction Account and Hedgehog Trading Account will remain in full force and effect until you notify the Service Providers that you wish to revoke this authorization by making such changes in the Application. You must notify the Service Providers prior to the scheduled investment date, which may be immediately after your direct debit is recognized by Hedgehog, in order to cancel this authorization. If the Service Providers do not receive notice before the scheduled investment date, the Service Providers may attempt, in their sole discretion, to cancel the debit transaction. However, the Service Providers assume no responsibility for their failure to do so. Please note that withdrawal of your electronic authorization contained in this Section will not apply to Direct Debits performed before the withdrawal of your authorization becomes effective.In accordance with the Program Agreement, you represent that the transfers you hereby authorize comply with applicable law. The Service Providers reserve the right to delay or prevent transfers of funds in accordance with applicable laws.
10.9 Securities Laws
Notwithstanding anything in this Section 10 or any other provision in any of the Agreements, nothing in any of the Agreements shall limit in any way or waive any of your rights under jurisdictional securities laws.
11. Miscellaneous
11.1 Governing Law
The Agreements shall be construed under Delaware law, which shall govern as if they were entered into in the state of Delaware.
11.2 Entire Agreement
You acknowledge and agree that the Agreements, as they may be amended from time to time in accordance with their terms, constitute the entire and final understanding with respect to the Agreements’ subject matter. You acknowledge and agree that the Agreements supersede any previous agreements with Hedgehog, or the Carrying Broker.
11.3 Dispute Resolution
This Program Agreement contains a pre-dispute arbitration clause, which applies to this Program Agreement, the Administration Agreement (Attachment A), the Brokerage Agreement (Attachment B), and the Transaction Account Agreement (Attachment C) and governs each contract, all transactions thereunder, and/or any other interactions between the parties that relate to such contractual relationship. By signing this Program Agreement, Hedgehog, the Carrying Broker, Administrator, the Insurer, and you agree as follows:
• All parties agree that the sole and exclusive forum and remedy for resolution of any claims shall be final and binding arbitration pursuant to this section.
• All parties to this Program Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
• Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
• The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
• 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.
• The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
• 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.
• The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Program Agreement.Pre-Dispute Arbitration Clause: The parties agree that all disputes arising out of this Program Agreement, the Administration Agreement (Attachment A), the Brokerage Agreement (Attachment B), and the Transaction Account Agreement (Attachment C), and any of the transactions contemplated hereby, or interactions between the parties related thereto, shall be brought in final and binding arbitration.All controversies that may arise between you and the Carrying Broker concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any account, order, or transaction, or the continuation, performance, interpretation, or breach of this, the Administration Agreement, the Brokerage Agreement, or any other agreement between you and Hedgehog or the Carrying Broker, whether entered into or arising before, on, or after the date this account is opened) shall be determined by binding arbitration through the governing regulatory body to the extent applicable. Any disputes between you and the Carrying Broker that cannot be arbitrated before the governing regulatory body shall be determined by binding arbitration through the American Arbitration Association (the “AAA”) under its rules and procedures and, where appropriate, the then-current Supplementary Procedures for Consumer Related Disputes, as modified by this mandatory arbitration provision.
All controversies that may arise between you and Hedgehog, the Insurer, and/or Administrator concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any account, order, or transaction, or the continuation, performance, interpretation, or breach of this, the Transaction Account Agreement, or any other agreement between you and Hedgehog, the Insurer, and/or Administrator, whether entered into or arising before, on, or after the date this account is opened) shall be determined by binding arbitration through the AAA under its rules and procedures and, where appropriate, the then-current Supplementary Procedures for Consumer Related Disputes, as modified by this mandatory arbitration provision.You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction.
Claims against multiple entities: If there is a final judicial determination that applicable law and/or regulatory rules, including the governing regulatory body rules, preclude enforcement of this arbitration provision as to a particular claim for relief against a particular entity, then that claim (and only that claim) against that entity (and only that entity) must be severed from the arbitration provision and may be brought in court. Any other claims you have against any other entities that are not precluded from being arbitrated will remain subject to binding arbitration. For avoidance of doubt, this means that you agree to binding arbitration for all claims against all applicable entities to the maximum extent allowable by law, even though you may have to proceed in different forums for the same or similar claims against different entities.
No class actions: No arbitration shall proceed on a class, representative, or collective basis (including as private attorney general on behalf of others), even if the claim or claims that are the subject of the arbitration had previously been asserted (or could have been asserted) in a court as class representative, or collective actions in a court. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this section shall be determined exclusively by a court and not by the administrator or any arbitrator.
Arbitration opt-out: If you do not agree to arbitrate disputes as detailed herein, you may opt out of this arbitration provision for all purposes by sending an arbitration opt-out notice to support@hedgehog.app, within 30 days of the date of your electronic acceptance of the terms of this Program Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify the Program Agreement and any attached agreements to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice in any manner you see fit as long as it is received at the specified email address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf.
11.4 Severability
If any provision of any of the Agreements is held unenforceable or invalid under any law, rule, or administrative or judicial order or decision, that holding shall not alter the enforceability or validity of the Agreements’ remaining provisions.
11.5 Interpretation
Headings in the Agreements are descriptive and for convenience only. The headings shall not be construed as altering the scope of the rights and obligations created by the Agreements’ terms and conditions. Defined terms shall have their assigned meanings wherever used in any of the Agreements, regardless of whether defined in the Definitions Section of the Program Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word "including," as used in any of the Agreements, shall be construed as introducing examples of a category without limiting such category and shall therefore be construed as if the word "including" were replaced with the phrase "including but not limited to" or "including without limitation." No provision of any of the Agreements granting any right or authority to Hedgehog, its parent company or any of its affiliates or agents shall be deemed to preclude or otherwise to limit or lessen any other right or authority granted Hedgehog, its parent company or any of its affiliates or agents under any of the Agreements unless the preclusion, limitation or lessening is stated expressly. No course of dealing between you and Hedgehog, between you and the Carrying Broker, between you and the Insurer, or between you and Administrator, nor any delay by Hedgehog, the Carrying Broker, the Insurer, or Administrator in exercising any rights or remedies under any of the Agreements, shall be deemed to be a waiver of any such rights or remedies. Any such right or remedy may be exercised as often as Hedgehog, the Carrying Broker, the Insurer, or Administrator may determine in its sole discretion.
11.6 Notice
You acknowledge that the usual way Hedgehog, the Carrying Broker, the Insurer, and Administrator will provide you notice under any of the Agreements, including notices of new versions of any of the Agreements when modified pursuant to Section 11.10 below, is by posting such notices on the Hedgehog Website. You agree to check the Hedgehog Website and the Application frequently. If required by applicable law or if they decide in their sole discretion, Hedgehog, the Carrying Broker, the Insurer, and Administrator will provide you with notices by other means, including emails linking to the Hedgehog Website or Application, other emails, and traditional mail.
11.7 Geographic Scope of Program
You acknowledge that the Program is intended for natural persons who are citizens or other lawful residents of the United States and who are located in the United States and that none of Hedgehog, the Carrying Broker, the Insurer, or Administrator intend to offer the Program, any securities, or any other products or services outside the United States. You acknowledge that Hedgehog, the Carrying Broker, the Insurer, and Administrator do not offer the Program to non-resident aliens subject to tax withholding. None of Hedgehog, the Carrying Broker, the Insurer, or Administrator represent or warrant that any aspect of the Program, including information available from the Hedgehog Website or the Application and information provided through the Portfolio Management Application, complies with any law or regulation of any jurisdiction outside the United States. You represent and warrant that you are a lawful resident of and either located in the United States or serving in the United States military and that you have been lawfully issued by the government of the United States the social security number or tax identification number you provided when applying for any account through Hedgehog or any of its affiliates, agents or contractors using the account opening functionality on the Hedgehog Website or in the Application.
11.8 Authority
You represent and warrant that you have the full power and authority to enter into each of the Agreements. You certify that you are over eighteen (18) years of age or of legal age to enter into contracts in the jurisdiction where you live, whichever is older. You agree that, when you sign below, the Agreements will have been duly authorized and will be binding. You acknowledge that you are solely responsible for carefully reviewing and understanding all terms and conditions of the Agreements.
11.9 No Conflict
You represent and warrant that no term of any of the Agreements conflicts with or violates any duty you have under any law, regulation, or agreement.
11.10 Amendment
Hedgehog, the Carrying Broker, the Insurer, or Administrator may amend this Program Agreement, including any of the Product Agreements, from time to time by adding, revising, or deleting any terms or conditions. Nothing in this Program Agreement shall be deemed waived or amended without the prior express written consent of Hedgehog, the Carrying Broker, the Insurer, or Administrator executed by a duly authorized representative of Hedgehog, the Carrying Broker, the Insurer, or Administrator. Hedgehog may amend the Administration Agreement in accordance with the terms and conditions of the Administration Agreement. The Carrying Broker may amend the Brokerage Agreement in accordance with the terms and conditions of the Brokerage Agreement. Administrator may amend the Transaction Account Agreement in accordance with the terms and conditions of the Transaction Account Agreement. The Custodian and Administrator may amend the Custodial Agreement in accordance with the terms and conditions of that Agreement. the Insurer may amend its terms and conditions in accordance with such terms and conditions. Although Hedgehog, the Carrying Broker, the Insurer, or Administrator may email you from time to time about changes to the Agreements, the regular way for Hedgehog, the Carrying Broker, the Insurer, and Administrator to notify you of amendments is to post notice on the Websites and/or the Application and update the current version of the Agreements, which will be available on the Hedgehog Website and the Application, subject to Section 10.2 above, for you to access, download, review, print, and retain.
11.11 Assignment
You may not assign your rights or obligations under any of the Agreements without the prior express written consent of Hedgehog, the Carrying Broker, the Insurer, and Administrator. Hedgehog may assign its rights or obligations under this Program Agreement and the Administration Agreement but only in accordance with the terms and conditions of the Administration Agreement. The Carrying Broker may assign its rights or obligations under this Program Agreement and the Brokerage Agreement but only in accordance with the terms and conditions of the Brokerage Agreement. Administrator may assign its rights or obligations under this Program Agreement and the Transaction Account Agreement but only in accordance with the terms and conditions of the Transaction Account Agreement. The Custodian and Administrator may assign its rights or obligations under the Custodial Agreement in accordance with the terms and conditions of whichever of those agreements applies.
ELECTRONIC SIGNATURE
If you want to participate in the Program and have carefully reviewed this Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THIS PROGRAM AGREEMENT, then click the "I Agree" button.
BY CLICKING "I AGREE" I AGREE TO ENTER INTO THIS PROGRAM AGREEMENT, THE PRODUCT AGREEMENTS THAT APPLY, AS DESCRIBED IN THE PROGRAM AGREEMENT, TO THE PRODUCTS I HAVE CHOSEN AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS.
Questions? Please contact Hedgehog Customer Service at:
Email: support@hedgehog.app
Web: www.hedgehog.app
Regular Mail: 2261 Market Street #4557, San Francisco, CA 94114
ATTACHMENT A TO THE HEDGEHOG PROGRAM AGREEMENT
Investment Administration AgreementBy entering into the Program Agreement, you agree to enter into this Administration Agreement with Hedgehog, which comes into effect when you enter into the Program Agreement.The terms and conditions of the Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT, are incorporated into this Administration Agreement between Hedgehog and you.All capitalized terms herein that are defined in the Program Agreement shall have the meanings assigned in the Program Agreement. If any term or condition of this Administration Agreement is deemed to conflict with a term or condition of the Program Agreement, this Administration Agreement shall control with respect to your rights and obligations and Hedgehog’s rights and obligations.
A1. Investment Administration
A1.1 Portfolios
You will develop the Portfolios and enhance or update the Portfolios from time to time. You agree that Hedgehog may modify from time to time the number of Portfolios that it deems appropriate, in its sole discretion, to administer on your behalf. You agree that Hedgehog may, in its sole discretion, modify from time to time the selection of the Assets that can comprise each of the Portfolios and the available Carrying Brokers that manage such Assets. Nothing in this Section A1.1 shall be deemed as limiting your rights or Hedgehog’s obligations under jurisdictional securities laws and regulations.Hedgehog will use the Application to provide you with information about the composition and management of the Portfolios. You agree that:
• the Portfolios are subject to the investment risks described in Section 7 of the Program Agreement;
• any projected returns associated with any Portfolio may not materialize; and
• any hypothetical back tested returns associated with any Portfolio are based on assumptions and do not reflect actual results of any Portfolio Account.
A1.2 Calculated PortfolioBased on your Client Information and responses to an investor questionnaire, Hedgehog will use a proprietary algorithm that is part of the Portfolio Management Application to administer to you a Calculated Portfolio as you construct it. You acknowledge that Hedgehog administers the Calculated Portfolio in reliance on the Client Information you provide. You agree to provide Hedgehog with Client Information about you and that you are responsible for ensuring Client Information is true, accurate, complete, and current in accordance with applicable law and Section 4 of the Program Agreement, including the representations, warranties, agreements and indemnification provisions of Section 4 of the Program Agreement. Hedgehog shall not be liable for any administration of a Calculated Portfolio based on untrue, inaccurate, incomplete, or out-of-date Client Information. You agree that you will access and review information identifying and describing the Calculated Portfolio using the Portfolio Management Application.
You acknowledge that, based on the Client Information you provide and the Investment Administration methodology used in developing the Portfolio Management Application, the Calculated Portfolio is the choice among the possible Portfolios that Hedgehog administers you determined is best for you. However, you agree that there is no guarantee, representation, warranty, or covenant that the Calculated Portfolio will perform better over any time period than any other Portfolio or any other investment. You agree that:
• the Calculated Portfolio is subject to the investment risks described in Section 7 of the Program Agreement;
• any projected returns associated with your Calculated Portfolio may not materialize; and
• any hypothetical back tested returns associated with your Calculated Portfolio are based on assumptions and do not reflect actual results of any Portfolio Account.
A1.3 Selected Portfolio
You may assemble any portfolio as your Selected Portfolio. You are not obligated to accept the Calculated Portfolio to be your Selected Portfolio. You may change your Selected Portfolio at any time, in the case of Hedgehog Trading Accounts by using the Application. You acknowledge and agree that you are solely responsible for your choice, among all possible Portfolios, with your choice of Selected Portfolio. Hedgehog shall not have authority or discretion to select any Portfolio, including the Calculated Portfolio, for you. You further acknowledge and agree that it is your responsibility to review and carefully consider the information the information available on the Hedgehog Website or within the Application about any possible Portfolio and their constituent Assets before choosing your Selected Portfolio.
While the Program is designed so that trading in your Portfolio Account over time causes the holdings to replicate your Selected Portfolio, you agree that there is no guarantee, representation, warranty, or covenant that the holdings in your Portfolio Account will match the allocations of your Selected Portfolio. You acknowledge that various factors (including the timing and frequency of Deposits and Withdrawals, market volatility and disruptions, the timing and frequency of your choice of or changes to your Selected Portfolio, any exclusion of an Asset from your Selected Portfolio, access interruptions, and hardware or software failures) can impact the extent to which holdings in your Portfolio Account will replicate your Selected Portfolio at any particular point in time.You acknowledge and agree, without limiting any other provision of the Program Agreement or this Administration Agreement, that:
• you will assume the risk that your Selected Portfolio may perform worse for you over any time period than the Calculated Portfolio or any other investment;
• your Selected Portfolio may not be suitable with respect to your investment objectives, risk tolerance, age, financial condition, or other facts or circumstances that apply to you; and
• Hedgehog shall not be liable for any losses or other damages resulting from your choice of a Selected Portfolio.
You acknowledge and agree that:
• the Program is designed for investments in Assets allocated so that the resulting holdings tend to replicate the Selected Portfolio over time;
• Hedgehog designed the relative weighting strategies of the Assets in each of the Portfolios to pursue specific investment objectives, including diversification; and
• removing any Asset from the Selected Portfolio will change the weightings of Assets in the resulting altered portfolio in a way that deviates from the Calculated Portfolio and may adversely impact performance.Notwithstanding the foregoing, you may exclude from your Selected Portfolio any one of the Assets that otherwise comprise your Selected Portfolio if, after carefully reviewing and analyzing all pertinent information available on the Hedgehog Website or through the Application about your Selected Portfolio, you conclude that you do not want to own any one of the Assets in the Selected Portfolio. You may request to exclude from or re-include in your Selected Portfolio an Asset at any time through the Application. If you exclude an Asset from your Selected Portfolio, the remaining Assets in your Selected Portfolio will be allocated relative to each other in the same proportions that they are allocated relative to each other in the Calculated Portfolio on which your Selected Portfolio is based. You acknowledge that excluding an Asset from your Selected Portfolio may adversely impact its performance. By excluding an Asset, you acknowledge and agree, without limiting any other provision of the Program Agreement or this Administration Agreement, that:
• you will assume the risk that your Selected Portfolio may perform worse for you over any time period than the Calculated Portfolio, any of the other Portfolios on which your Selected Portfolio is based, or any other investment;
• your Selected Portfolio may not be suitable with respect to your investment objectives, risk tolerance, age, financial condition, or other facts or circumstances that apply to you; and
• Hedgehog shall not be liable for any losses or other damages resulting from your exclusion of any Asset from your Selected Portfolio.
A1.4 Ongoing Administration to Help Your Holdings Track Selected Portfolio
You authorize Hedgehog to conduct Rebalancings from time to time in your Portfolio Account. A proprietary algorithm in the Application will calculate the Purchases and Sales for each Rebalancing based on automated analysis of your Portfolio Account holdings relative to your Selected Portfolio. Hedgehog will design the Orders for Rebalancing to cause the holdings in your Portfolio Account to replicate your Selected Portfolio more closely after settlement of the Purchases and Sales that comprise the Rebalancing than before settlement of such Purchases and Sales. You agree that Hedgehog may modify at any time the manner in which, or the frequency with which, Hedgehog calculates, generates, and places with the Carrying Broker the Orders for Rebalancing. You acknowledge that changes, particularly volatile changes, in the market price of the Assets in your Selected Portfolio relative to each other may prevent Rebalancings from successfully making your Portfolio Account holdings more closely approximate your Selected Portfolio.
You authorize Hedgehog to conduct Reallocations on your behalf after each receipt in your Portfolio Account of Cash you own through the Program. Hedgehog will generally design the Orders for Reinvestments to approximate your Selected Portfolio. Notwithstanding anything to the contrary in any of the Agreements or elsewhere, you agree that Hedgehog shall be under no duty to conduct, and makes no guarantee that it will conduct, any Rebalancing or Reinvestment at any particular time or a Purchase or Sale for Rebalancing of any Assets in any particular amount.
A1.5 Standard of Care
Subject to the terms and conditions of the Program Agreement and this Administration Agreement (including, without limitation, Section 10 of the Program Agreement) and without limiting any rights you may have under applicable jurisdictional securities laws, Hedgehog shall exercise the level of care in providing the Administration Services that is customary and reasonable in the industry for Administrators providing investment tools solely through internet-accessed computer applications.
A1.6 Scope and Delivery of Our Investment Advice
You acknowledge and agree that Hedgehog will not provide investment advice and will not provide you Administration Services separate from the Program. You agree that Hedgehog will deliver the Administration Services solely electronically in accordance with Section 6 of the Program Agreement. You acknowledge that Hedgehog will not provide you investment advice in person, over the phone, or in information available on the Application and Hedgehog Website or communications through the Portfolio Management Application. You acknowledge that you will not be entitled or able to transact in or hold securities in your Portfolio Account other than the Assets you select to comprise the Portfolios for the Program.
A2. Your Instructions
A2.1 Deposits and Related Purchases
You agree that you will invest in the Program by using the Application to initiate Deposits at Will, by using your Linked Account(s) to generate Deposits. You agree and acknowledge that nothing in any of the Agreements gives you any right to fund any Deposit or transfer of money for investment in the Program in any manner other than Direct Debit transfer from your Funding Source to the Carrying Broker in accordance with the Agreements or a transfer of Rewards, as applicable, to the Carrying Broker as permitted in the Program by Hedgehog from time to time. Hedgehog reserves the right to accept investments funded from other sources or through other means on a case by case basis and subject to the fees in the Program Agreement with the prior express written approval of a duly authorized officer of Hedgehog.
A2.1.1 Deposits at Will
You may, subject to Sections 8 and 10 of the Program Agreement, invest in the Program by initiating a Deposit at Will in any amount, greater than the Ledger Provider’s minimum, through the Application at any time. When Hedgehog notifies you of Rewards, as applicable, you may initiate a Deposit at Will to invest the Rewards in the Program. You agree that, by initiating a Deposit at Will in the Application, you authorize the Transaction Operator to request that the financial institution that maintains your Funding Source transfer the amount of the Deposit at Will from your Funding Source to the Carrying Broker for investment in accordance with Section A2.4 below of this Administration Agreement. You agree that, by initiating a Deposit at Will, you authorize Hedgehog to place Orders with the Carrying Broker on your behalf for Purchases of the Assets that comprise your Selected Portfolio in amounts calculated by the Portfolio Management Application such that the resulting holdings in your Portfolio Account after settlement of such Purchases will approximate your Selected Portfolio. Hedgehog will undertake good faith efforts and generally expects to generate and place the Orders for such Purchases on the Business Day after the Carrying Broker credits each applicable Deposit at Will to your Portfolio Account, but you acknowledge and agree that such Orders may be placed any time within five Business Days after the day the Carrying Broker credits the applicable Deposit at Will to your Portfolio Account.
A2.1.2 Rule-based Deposits
You acknowledge and agree that you must use the Application to connect your Hedgehog Trading Account to your Linked Account(s) in order to use the Rules feature of your Hedgehog Trading Account and make Rules-Based Deposits. If you use the Rules feature, you shall be required to connect your Hedgehog Trading Account to your Linked Account(s) by entering into the Application true, accurate, current, and complete information about your Linked Account(s). You acknowledge that the information you enter into the Application about your Funding Source is Client Information subject to the representations, warranties, and indemnification provisions of Section 4 of the Program Agreement.Each time, subject to Sections 8.2 and 10.2 of the Program Agreement, the sum of Pending Rules-Based Deposits associated with your Linked Account(s) equals or exceeds the Ledger Provider minimum, you will cause the Application to initiate a Rules-Based Deposit. You agree that, by using your Linked Account(s) in a way that causes the sum of Pending Deposits to equal or exceed the Ledger Provider minimum, you authorize the Transaction Operator to request that the Ledger Provider that maintains your Funding Source transfer the amount of the sum of Pending Deposits from your Funding Source to the Carrying Broker for investment in the Program. You further agree that, by using your Linked Account(s) in a way that causes the sum of Pending Deposits to equal or exceed the Ledger Provider Minimum, you authorize Hedgehog to place Orders with the Carrying Broker on your behalf for Purchases of the Assets that comprise your Selected Portfolio in amounts calculated by the Portfolio Management Application such that the resulting holdings in your Hedgehog Trading Account after settlement of such Purchases will approximate your Selected Portfolio. Hedgehog will undertake good faith efforts and generally expects to generate and place the Orders for such Purchases on the Business Day after the Carrying Broker credits each applicable Rules-Based Deposit to your Hedgehog Trading Account, but you acknowledge and agree that such Orders may be placed any time within five Business Days after the day the Carrying Broker credits the applicable Rules-Based Deposit to your Hedgehog Trading Account.
A2.2 Withdrawals and Related Sales
You may, subject to Sections 8 and 10 of the Program Agreement, withdraw money from your investments in the Program by initiating a Withdrawal request through the Application at any time. You acknowledge and agree that, notwithstanding anything in the Agreements to the contrary, you will not be able to request Withdrawals, or to request Sales relating to fund Withdrawals, unless and until you connect your Funding Source to your Portfolio Account using the Application in accordance with Section A2.4 below of this Administration Agreement. You agree that, by requesting a Withdrawal, you authorize Hedgehog to place an order with the Carrying Broker on your behalf for Sales of Assets in your Portfolio Account in amounts calculated by the Portfolio Management Application such that the resulting holdings in your Portfolio Account after settlement of such Sales will approximate your Selected Portfolio. Hedgehog will undertake good faith efforts to generate and place the Orders for such Sales on the Business Day after you request a Withdrawal, but you acknowledge and agree that such Orders may be placed any time within five Business Days after you request a Withdrawal. Hedgehog will send any Withdrawal request you initiate through the Application to the Transaction Operator. You agree that, by requesting a Withdrawal, you authorize the Transaction Operator to request that the Carrying Broker transfer the proceeds of the applicable Sales in the amount you request (or less if the money remaining in your Portfolio Account after deducted any Subscription Fee or other fee due is less) to your Funding Source. You acknowledge and agree that the Carrying Broker will not initiate a transfer of money for a Withdrawal until the Business Day after the last applicable Sale to settle for such Withdrawal has settled and that it may take up to five Business Days after the Carrying Broker initiates a transfer of money for the proceeds of a Withdrawal to arrive in your Funding Source.
A2.3 Reward Asset Purchases
Subject to Section 9 of the Program Agreement, you agree that your choice of a Selected Portfolio, as modified by you in accordance with this Administration Agreement from time to time, shall serve as standing instructions for Hedgehog to place Orders with the Carrying Broker on your behalf for Purchases of Reward Assets that Hedgehog agrees in writing to give you in connection with the Program, if any, in amounts that are: (i) consistent with the value of Reward Assets Hedgehog agrees to pay under the terms of the applicable gift of Reward Assets in the Program; and (ii) calculated by the Portfolio Management Application such that the resulting holdings in your Hedgehog Trading Account after settlement of such Purchases will approximate your Selected Portfolio.
A2.4 Funding Source Connection
You acknowledge and agree that you must use the Application to connect your Portfolio Account to your Funding Source in order to participate in the Program. You shall be required to connect your Portfolio Account to your Funding Source by entering into the Application true, accurate, current, and complete information about your Funding Source, including the Ledger Provider’s private address, a signed transaction using the Ledger Provider’s address, or Carrying Broker’s API Keys for your Funding Source. You acknowledge that the information you enter into the Application about your Funding Source is Client Information subject to the representations, warranties, and indemnification provisions of Section 4 of the Program Agreement. You acknowledge that your Portfolio Account will not be connected to your Funding Source unless and until you receive a confirmation through the Application indicating that you have successfully connected your Portfolio Account and Funding Source. You agree that, unless and until you successfully connect your Portfolio Account and Funding Source, you will have no right under the Agreements to make related Withdrawals or related Sales. You further agree that, if your Funding Source is closed or restricted after you connect it to your Portfolio Account, you will have no right under the Agreements to make Deposits or Withdrawals unless and until: (i) your Funding Source is reopened or unrestricted; or (ii) you successfully connect a different Funding Source to your Portfolio Account.
A3. Limited Trading Authority to Modify and Track Portfolios
Generally, you will direct and are responsible for the direction of your investments through the Program by: (i) carefully reviewing the information about investing and the Portfolios available on the Hedgehog Website and through the Application; (ii) carefully considering the administration that Hedgehog generates for you through the Portfolio Management Application of the Calculated Portfolio; (iii) choosing your Selected Portfolio; and (iv) deciding whether to exclude an Asset from your Selected Portfolio. Moreover, it is your responsibility to conduct and monitor the inflows and outflows to and from your Portfolio Account by using the Application to initiate Deposits at Will, Rules-Based Deposits, and Withdrawals. However, Hedgehog shall have discretion over assets in your Portfolio Account to the limited extent that Hedgehog shall have the authority under the Program:
• to determine and modify from time to time which Assets comprise each of the Portfolios, including your Calculated Portfolio and Selected Portfolio;
• to determine when, how often, and in what amounts to conduct Rebalancings in your Portfolio Account;• to determine the timing of Purchases in relation to Deposits; and
• to determine the timing of Sales and Withdrawals in relation to requests for Withdrawals.
A4. Brokerage and Custody
Although Hedgehog may transmit your requests for Withdrawals to the Transaction Operator and/or the Carrying Broker, Hedgehog shall have no authority to initiate any Withdrawal or otherwise to transfer any securities or money out of your Portfolio Account other than for fee deduction pursuant to Section A5.3 of this Administration Agreement.
By entering into the Agreements and participating in the Program, you authorize and instruct Hedgehog to use the Carrying Broker to maintain your Portfolio Account and to handle Orders. You acknowledge and agree that Hedgehog may combine Orders for Purchases or Sales in your Portfolio Account with Orders for purchases or sales of Assets in other accounts in the Program and/or with purchases or sales of Assets by Hedgehog into larger Orders for aggregate transactions for each applicable Asset in the Portfolio. You agree that the Carrying Broker will route Orders to the Clearing Broker for execution, clearance, and settlement.
A5. Fees
A5.1 Subscription Fee
You agree to pay the Subscription Fee in accordance with the Agreements, including Section 2 of the Program Agreement. You acknowledge that the Subscription Fee may change from time to time and will be available on the Hedgehog Website and in any applicable Brochure.
A5.2 Other Fees
You agree to pay the fees, if any, other than the Subscription Fee that you owe pursuant to Section 2 of the Program Agreement. You acknowledge that such fees may change from time to time and will be available on the Hedgehog Website and in any applicable Brochure.
A5.3 Authorization of Fee Deduction
PREAUTHORIZATION OF MONTHLY ELECTRONIC FUNDS TRANSFER FROM YOUR FUNDING SOURCE: By clicking “I agree” to enter into this Program Agreement, you authorize Hedgehog and any of its agents, for the entire period, if any, in which your Portfolio Account(s) are subject to a Subscription Fee under Section 2 of the Program Agreement, to process a recurring Direct Debit from your Funding Source in the amount specified in Section 2 of the Program Agreement. Any Direct Debit you preauthorize in the preceding sentence will result in an electronic funds transfer from your Funding Source to Hedgehog to pay, if applicable, the Subscription Fee. Hedgehog or any of its agents may charge a fee if your Direct Debit fails due to insufficient funds in your Funding Source. You further authorize Hedgehog to instruct the Carrying Broker to sell, as necessary, Assets in your Portfolio Account and to transfer money out of one or more of your Portfolio Accounts to pay Hedgehog or the Carrying Broker amounts, if any, of the Subscription Fee and, if any, other fees due under the Agreements. The Asset sales you authorize in the preceding sentence include without limitation sales to pay: (i) any Subscription Fee if your Funding Source is closed or disconnected from your Portfolio Account or its transactions restricted; (ii) any Subscription Fees if the preauthorized recurring monthly Direct Debit you authorized above is rejected in any month due to non-sufficient funds; (iii) any fees other than the Subscription Fee that may apply to any of your Portfolio Accounts under the Program Agreement.
A5.4 No Performance Fee
Hedgehog and you agree that you will not be charged a performance fee.
A6. Your Responsibility to Vote Assets
You acknowledge and agree that you have the right to vote the Assets in your Portfolio Account and that Hedgehog shall not have any obligation to vote and shall not vote such Assets.
A7. Privacy
You acknowledge receipt of the Privacy Policy, which Hedgehog may amend from time to time by posting new versions on the Hedgehog Website. You consent to Hedgehog recording your telephone calls and your electronic communications with representatives and associated persons of Hedgehog without further notice. You expressly authorize Hedgehog representatives or associated persons to contact you for purposes of evaluating and offering the Administration Services, the Program, and other products and services by calling, writing, or emailing at the telephone number(s), mailing address, and/or email address(es) you provide in connection with any your Portfolio Account(s), including any additional or updated telephone numbers, mailing addresses, or email addresses. The authorization in the preceding sentence will remain in effect unless and until you specifically revoke it by notifying the Hedgehog representatives or associated persons with whom you are in contact.
A8. Assignment
Hedgehog shall not assign its rights or obligations under this Administration Agreement or the Program Agreement without your consent, provided however that you will be deemed to have consented to an assignment if you do not object to such assignment within 60 calendar days of being notified through the Hedgehog Website or the Application or by email of any intent of Hedgehog to assign such rights or obligations.
A9. Dispute Resolution
YOU ACKNOWLEDGE AND AGREE THAT ALL THE AGREEMENTS, INCLUDING THIS ADMINISTRATION AGREEMENT, ARE GOVERNED BY THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT.
ATTACHMENT B TO THE HEDGEHOG PROGRAM AGREEMENT
Brokerage and Custody Customer AgreementBy entering into the Program Agreement, you agree to enter into this Brokerage Agreement with the Carrying Broker, which comes into effect when you enter into the Program Agreement.The terms and conditions of the Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT, are incorporated into this Brokerage Agreement between the Carrying Broker and you.All capitalized terms herein that are defined in the Program Agreement shall have the meanings assigned in the Program Agreement. If any term or condition of this Brokerage Agreement is deemed to conflict with a term or condition of the Program Agreement, this Brokerage Agreement shall control with respect to your rights and obligations and the Carrying Broker’s rights and obligations.
B1. Agency, Custody, and Trading
You appoint the Carrying Broker as your agent to carry your Portfolio Account and carry out your instructions, including instructions for Purchases and Sales. You assume all investment risk with respect to your Portfolio Account. All transactions in your Portfolio Account will be executed only on your direct order or order by proxy of the Application, pursuant to the Administration Agreement, except as provided by this Brokerage Agreement or otherwise agreed to by you.
You authorize the Carrying Broker, as your agent, to establish relationships with the Clearing Broker, and to appoint and use other sub-agents. You authorize the Carrying Broker and its sub-agents to take reasonable steps in connection with the carrying of your Portfolio Account and its rights and obligations under this Brokerage Agreement, including: opening, closing, and carrying the Portfolio Account in your name; making and retaining customer, account, and transaction records; holding securities in registered or book entry form; and placing, transmitting, and withdrawing orders for transactions, including the Orders authorized by you in the Administration Agreement and placed by Hedgehog on your behalf; effecting Purchases, Sales and other transactions, including transactions in securities or bank accounts maintained in the Carrying Broker’s name for the benefit of the Carrying Broker’s customers and reconciling such transactions with transactions in your Portfolio Account; holding securities and money attributable to your Portfolio Account in Ledger Provider accounts maintained in the Carrying Broker’s name for the benefit of the Carrying Broker’s customers and thus commingling such Assets and Cash with that of other customers in the Program. You agree that the Carrying Broker may, in its sole discretion and without prior notice to you, refuse or restrict orders placed by you or by proxy through the Application.
You authorize the Carrying Broker to accept from Hedgehog and route to the Clearing Broker for execution aggregate Orders assembled by you and scheduled through Hedgehog that combine Purchases and Sales of Assets in your Portfolio Account with purchases and sales of the same currencies for accounts of other customers in the Program or Hedgehog.
You agree that the Clearing Broker will execute, clear, and settle transactions in your Portfolio Account and that the Carrying Broker does not act as the Clearing Broker’s Agent. You agree that, unless the Carrying Broker receives a written notice from you to the contrary, the Clearing Broker may accept from the Carrying Broker any instructions relating to your Portfolio Account, without inquiry or investigation, including Orders placed by you or by proxy through the Application for Purchases or Sales. You acknowledge and agree that the Carrying Broker will not route Orders to markets for execution other than through the Clearing Broker or obtain clearance and settlement services for your transactions related to your Portfolio Account other than from the Clearing Broker.
B2. Association with Broker-Dealer
You certify that you are not employed by or registered with a broker-dealer or other employer whose consent is required to open and maintain your Portfolio Account unless you have provided the consent to us. If you are employed by such an entity, please email the Carrying Broker to provide consent and pertinent information. You agree that the Carrying Broker will provide to your employer duplicate electronic statements and/or trade confirmations for your Portfolio Account, according to the requirements of your firm, as provided by industry regulations, if you are employed by or registered with a broker-dealer or other firm with outside account oversight requirements for access or other persons.
B3. Portfolio Account Activity Limitations
B3.1 Limitations on Transaction Types
You acknowledge that many types of typical brokerage products, services, and transactions are not available in your Portfolio Account. The types of products, services, and transactions that will, subject to the terms and conditions of the Agreements, generally not be available in your Portfolio Account and that you shall have no right to request of or obtain from the Carrying Broker include without limitation: (i) transactions in individual stocks, corporate bonds, municipal or other government securities, mutual fund shares, private fund interests, limited partnership interests, or any securities other than the Assets included in your Selected Portfolio in amounts resulting from Orders placed by you or by proxy through Hedgehog in efforts to replicate your Selected Portfolio; (ii) margin lending or trading; (iii) short sales; (iv) stock loans or other securities lending; (v) repos, reverse repos, hypothecation, or rehypothecation; (vi) transactions in fiat currency or foreign exchange; (vii) forwards, swaps, security-based swaps, security futures, warrants, options, structured products, or other derivatives; and (viii) third-party transfers of money or securities, other than transfers in relation to Rewards, as applicable, between your Portfolio Account and individuals other than you or between your Portfolio Account and any entities.
B3.2 No Investment Advice or Administration by Carrying Broker
You acknowledge that Hedgehog provides and is solely responsible for all investment Administration Services given in connection with the Program, including the identification of your Calculated Portfolio and scheduling of transactions. You agree that, notwithstanding anything to the contrary in any of the Agreements, the Carrying Broker does not provide advice and is not responsible for any services in connection with the Program and does not administer securities or transactions in connection with the Program.
B3.3 No Advertising or Marketing by Carrying Broker
The Carrying Broker acknowledges that it is responsible for content on the Carrying Broker Website. You acknowledge that Hedgehog produces and is solely responsible for, and that the Carrying Broker does not produce and shall not be responsible for, all materials marketing or promoting the Program, including content on the Hedgehog Website.
B3.4 No Voting of Assets
The Carrying Broker, unless otherwise agreed with you in writing, agrees that it shall have no right under the Program to vote, and shall not vote, any Assets in your Portfolio Account. You agree that voting the Assets in your Portfolio Account is your responsibility.
B4. Statements and Confirmations
You agree that you are responsible for reviewing all statements and confirmations for your Portfolio Account. Statements and confirmations shall be considered accurate unless you notify the Carrying Broker in writing no later than ten Business Days after receipt of the applicable statement or confirmation that the information is inaccurate. Inquiries concerning the balance and positions in your Portfolio Account should be directed to the Carrying Broker.B5. In-Kind WithdrawalsYou acknowledge and agree that the Carrying Broker will charge an additional fee, separate from the Subscription Fee or any other fee charged in connection with your Portfolio Account, for any in-kind withdrawals of Assets from your Portfolio Account, including any in-kind withdrawals that are part of an account transfer of assets from your Portfolio Account. You further agree that, if you request an in-kind withdrawal of Assets from your Portfolio Account, the Carrying Broker will deliver the nearest transactable number of Assets to the amount of Assets you request that is less than or equal to such amount. The Carrying Broker will liquidate any fractional Assets that you request to withdraw in-kind and transfer the net liquidation proceeds less any fees due in the account transfer of assets to your Funding Source.
B6. Indebtedness
The Assets and/or other property the Carrying Broker holds for you shall be subject to a lien, a continuing and perfected security interest, and a right of set-off for the discharge of any and all indebtedness or any other obligation you may have to the Carrying Broker and are to be held by the Carrying Broker as security for the payment of any liability or indebtedness in your Portfolio Account to the Carrying Broker, Hedgehog, or any of their affiliates. In connection with enforcing the Carrying Broker’s lien, perfected security interest or right of set-off, the Carrying Broker may, at any time and without giving you prior notice, use, transfer, or liquidate any or all of your Assets and/or other property in your Portfolio Account to satisfy a debt or any other obligation you may have to the Carrying Broker, Hedgehog, or any of their affiliates. As part of the Carrying Broker’s right of enforcement under this Section B6 of this Brokerage Agreement, the Carrying Broker shall have the sole discretion to determine which Assets are to be liquidated without regard to any tax or other consequences you may face as a result of such liquidation. If you breach any of the Agreements, the Carrying Broker maintains all of the rights and remedies provided in this Brokerage Agreement. You agree to indemnify and hold Hedgehog, the Carrying Broker, and the Indemnified Persons harmless from and against any losses or expenses incurred in connection with the Carrying Broker’s remedies under this Section B6 of this Brokerage Agreement, including reasonable costs of collection. The Carrying Broker shall, without limiting its other rights under this Section B6 of this Brokerage Agreement, have the right to offset amounts you owe the Carrying Broker, Hedgehog, or any of their affiliates against any amounts the Carrying Broker, Hedgehog, or any of their affiliates owes you. You will remain liable for the deficiency. You will pay the reasonable costs and expenses of any debit balance and any unpaid deficiency in your Portfolio Account, including attorney fees incurred by the Carrying Broker, Hedgehog, or any of their affiliates.
B7. Authority of Hedgehog
You authorize the Carrying Broker to execute any Orders that you place by proxy through Hedgehog and to act and rely on other instructions that Hedgehog transmits or provides on your behalf.
B8. Fees
B8.1 Purchases, Sales, and Custody
The Carrying Broker agrees that you shall not be obligated to pay any fee for the Covered Brokerage Services other than the Administration Charge. You acknowledge that Hedgehog may share a portion of the Administration Charge with the Carrying Broker pursuant to an agreement between Hedgehog and the Carrying Broker. You acknowledge that the Carrying Broker may use its portion of the Administration Charge to compensate the Clearing Broker for execution, clearance, and settlement services for Purchase and Sales in your Portfolio Account. You agree that the Carrying Broker may share a portion of any Transaction Fees or other charges with Hedgehog.
B8.2 Additional Fees for Irregular Services
The Carrying Broker will generally charge any fees specified in Section 2 of the Program Agreement for in-kind withdrawals, preparation and delivery of paper confirmations or statements, rejected payments, and, if approved by the Carrying Broker and Hedgehog in their joint discretion in accordance with the Administration Agreement, wire transfers. The Carrying Broker reserves the right to waive or reduce, in its sole discretion, any fees for irregular services described in this Section B8.2. You agree that the Carrying Broker may charge reasonable and customary fees for services that are not Covered Brokerage Services, that are not expressly referenced in Section 2 of the Program Agreement, and that the Carrying Broker agrees in its sole discretion to perform on a case-by-case basis.
B8.3 Fee Deduction
You authorize the Carrying Broker to deduct the Administration Charge you owe under the Agreements from your Portfolio Account in accordance with instructions from Hedgehog. You authorize the Carrying Broker to pay all or part of such Administration Charge to Hedgehog and/or to share all or part of such Administration Charge with Hedgehog in accordance with the applicable agreement between Hedgehog and the Carrying Broker. You authorize the Carrying Broker to deduct any additional fees you owe the Carrying Broker or Hedgehog under any provision of any of the Agreements. You authorize the Carrying Broker to initiate Sales to liquidate Assets in amounts sufficient to pay any fees you owe under any provision of any of the Agreements.
B9. Customer Support
You acknowledge that you may obtain information, ask questions, and receive support regarding your Portfolio Account and its transactions and holdings by contacting the Carrying Broker as advertised on the Carrying Broker Website.
B10. Identity Verification
Important Information About Procedures for Opening a New Account: To help the government fight the funding of terrorism and money laundering activities, jurisdictional law may require all financial institutions, including broker-dealers like the Carrying Broker to obtain, verify, and record information that identifies each person who opens an account.
B11. Privacy
You acknowledge that you have received a copy of the Privacy Policy. You consent to the Carrying Broker recording your telephone calls and your electronic communications with the Carrying Broker’s representatives and associated persons without further notice.
B12. Electronic Funds Transfers
B12.1 Your Liability for Unauthorized Transfers
You acknowledge that you could lose the entire value of your Portfolio Account through any unauthorized change of your Funding Source and/or unauthorized electronic funds transfer, including an unauthorized Withdrawal. You faithfully represent that you have full knowledge of the risks associated with ownership, management, and transacting of cryptocurrency, and the possibility of unauthorized access and control over your private keys through the Ledger Provider or your API Keys provided by Carrying Broker and stored through Hedgehog. In the event of an Unauthorized Transfer, you agree that you indemnify and hold harmless Hedgehog, the Carrying Broker, the Administrator, the Insurer, and any of their affiliates for any and all damages, except as otherwise agreed to in writing between you and the relevant parties. Any amounts lost as a result of an Unauthorized Transfer may be irrecoverable, irredeemable, and irreconcilable from Hedgehog, the Carrying Broker, the Administrator, the Insurer, and their affiliates absent their willful misconduct, or violation of applicable lawB12.2 Phone Number and Address for Unauthorized Transfer NotificationIf you believe that an unauthorized transfer has occurred in your account, please contact the Carrying Broker immediately as advertised on the Carrying Broker website, and invalidate any API Keys stored with Hedgehog.
B12.3 Business Day Definition
"Business Day" has the meaning assigned in Definitions section of the Program Agreement.
B12.4 Types of Transfers; Limitations
The types of electronic funds transfer generally available in your Portfolio Account are Deposits (including Deposits at Will, Rules-Based Deposits, and Deposits of Rewards, and/or Local Rewards, as applicable) and Withdrawals.
Deposits to and withdrawals from an account are generally limited as advertised on the Carrying Broker Website. You acknowledge and agree that the Carrying Broker shall have the right under Section 8.2 of the Program Agreement to delay, limit, restrict, or refuse, among other things, any deposits or withdrawals in a pattern of deposits and withdrawals if the Carrying Broker believes in good faith that the pattern gives the Carrying Broker reason to suspect suspicious activity.
B12.5 Electronic Funds Transfer Fees
Electronic funds transfers described in Section B13.4 above as generally available in your Portfolio Account are subject to the rules and representations of the Carrying Broker and the Ledger Provider.
B12.6 Electronic Funds Transfer Documentation
Pursuant to Section B4 of this Brokerage Agreement and subject to 6 of the Program Agreement, transaction statements, which will show all activity in your Portfolio Account, including any electronic funds transfers, will be made available to you at the Carrying Broker Website.
B12.7 Error Resolution
In case of errors or questions about your electronic transfers, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt, contact the Carrying Broker as advertised on the Carrying Broker Website as soon as you can. If necessary, revoke permissions to the API Keys stored through Hedgehog.The Carrying Broker will determine whether an error occurred and will correct any error as agreed to on the Carrying Broker Website.
B13. Abandoned Accounts
The Carrying Broker shall have the right to report, escheat, and deliver to your address of record for your Portfolio Account in accordance with applicable jurisdictional law.
B14. Duty
The Carrying Broker acts in a brokerage capacity in relation to the Program and your Portfolio Account and does not enter into a fiduciary relationship with you. A brokerage relationship is not held to the same legal standard as an investment advisory relationship. The Carrying Broker shall (i) deal with you fairly; (ii) process, record, and report transactions in your Portfolio Account with diligence and competence; and (iii) safeguard your nonpublic personal information associated with your Portfolio Account.
B15 Roles, Rights and Duties
By agreeing to the Program Agreement, you acknowledge you will be bound, and represent and warrant to Administrator that you will abide by, the terms and conditions of the Carrying Broker Agreements. If there is any conflict or discrepancy between the Carrying Broker Agreements and any of the other Agreements, the Carrying Broker Agreements shall govern with respect to Hedgehog Trading Accounts subject to the following, which shall govern to the extent it conflicts with the Carrying Broker Agreements.
You acknowledge and agree that, notwithstanding anything to the contrary, Administrator, its parent company, and any of their affiliates, officers, directors, and employees shall have no duty to perform or liability for any failure to perform any obligation of Carrying Broker in the Program, under any of the Agreements, or under the Carrying Broker Agreements except to the limited extent that Carrying Broker has expressly and duly delegated its duties and liabilities to Administrator pursuant to an applicable agreement between the Carrying Broker and Administrator.
Nothing in the Program Agreement or this Agreement shall be construed as limiting in any way any of your rights with respect to the obligations of the Carrying Broker under the Carrying Broker Agreements.
B16. Assignment
The Carrying Broker may assign its rights and obligations under this Brokerage Agreement to any subsidiary or affiliate without notice to you or to any other entity with written notice to you. Any rights that the Carrying Broker or the Clearing Broker has under this Brokerage Agreement may be assigned to the other, including the right to collect any debit balance or other obligations owing in your Portfolio Account.B.17 Dispute ResolutionYOU ACKNOWLEDGE AND AGREE THAT ALL THE AGREEMENTS, INCLUDING THIS BROKERAGE AGREEMENT, ARE GOVERNED BY THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT.
ATTACHMENT C TO HEDGEHOG PROGRAM AGREEMENT
Hedgehog Transaction Account AgreementBy entering into the Program Agreement and choosing to participate in a Hedgehog Transaction Account, you agree to enter into this Transaction Account Agreement with Administrator, which comes into effect when you enter into the Program Agreement and choose to participate in a Hedgehog Transaction Account.The terms and conditions of the Program Agreement, including THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT, are incorporated into this Transaction Account Agreement between Administrator and you.
All capitalized terms herein that are defined in the Program Agreement shall have the meanings assigned in the Program Agreement except to the extent the meaning of those terms is expressly modified herein. If any term or condition of this Transaction Account Agreement is deemed to conflict with a term or condition of the Program Agreement, this Transaction Account Agreement shall control with respect to your rights and obligations and those of Administrator.
C1. Important Disclosures for Hedgehog Transaction Accounts
Hedgehog Transaction Accounts are demand deposit accounts established with Ledger Provider. Each Hedgehog Transaction Account includes a public and/or private key, which may be a combination of routing number and account number, which is issued by Ledger Provider. No minimum balance is required to maintain your Hedgehog Transaction Account unless otherwise required by Ledger Provider.
Application for and use of Hedgehog Transaction Accounts is subject to the approval of Ledger Provider, and subject to certain disclosures, terms, and conditions of Ledger Provider. Specifically, in order to apply for a Hedgehog Transaction Account, you must agree to each of the following disclosures and agreements with Ledger Provider, each of which may be made available by Ledger Provider as applicable by jurisdictional law:
• E-Sign Consent;• Terms and Conditions with Ledger Provider;
• Electronic Funds Transfers Disclosure;
• Funds Availability Disclosure; and• Privacy Policy of Ledger Provider.The Ledger Provider Agreements are separate from this Program Agreement, and you must separately agree to each of them at the time you apply for a Hedgehog Transaction Account. You may also be required to provide additional Client Information to Administrator and Ledger Provider for the purpose of verifying or re-verifying your identity at the time you apply for a Hedgehog Transaction Account.
C1.1 Hedgehog Transaction Accounts
Hedgehog Transaction Accounts are transaction accounts that include a Ledger Provider address. You may make deposits to your Hedgehog Transaction Account via electronic funds transfer from external sources or other Hedgehog or Ledger Provider accounts (both preauthorized and manual), remote deposit capture of paper checks, direct debit from your payroll provider, and certain peer-to-peer payment services. You may make withdrawals from your Hedgehog Transaction Account via Direct Debit, cash withdrawals from ATMs, check payment, and certain peer-to-peer payment services or otherwise as made possible by Ledger Provider and its affiliates.
C1.2 Rules-Based Deposits
Purchases made through your Hedgehog Transaction Account are eligible for Rules-Based Deposits. Rules-Based Deposits, if turned on in your Settings, will debit the Rules-Based amount from your Hedgehog Transaction Account contemporaneously with the relevant event attached to the rule. Rules-Based Deposits may be controlled in your Settings within the Application.
C1.3 Statements
Regular statements detailing your account activity will be provided to you by Ledger Provider and may be imported through the Application. You agree that you are responsible for reviewing all statements for your Hedgehog Transaction Account. All statements shall be considered accurate as reported by Ledger Provider.
C1.4 Closing Hedgehog Transaction Accounts
If you should choose to close your Hedgehog Transaction Account, delete any private keys or API Keys associated with your Hedgehog Transaction Account. If your Hedgehog Transaction Account remains at a zero balance for more than three hundred sixty-five (365) consecutive days, Administrator or Ledger Provider may close such account. If your Hedgehog Transaction Account has a negative balance for forty-five (45) days, Administrator or Ledger Provider may close such account.
C1.5 Netting Rights for Negative Hedgehog Invest or Hedgehog Transaction Accounts
If your Hedgehog Transaction Account has a negative balance for thirty (30) or more days, you hereby agree that Hedgehog may sell shares in your Hedgehog Trading Account and use the proceeds of such sale to satisfy your debt to the Hedgehog Transaction Account. We will only sell such shares as necessary to bring your account to a zero balance. If there are insufficient funds in your Hedgehog Trading Account to bring your Hedgehog Transaction Account to a zero balance, both accounts will be closed and all of the proceeds from the sale of shares in your Hedgehog Trading Account will be applied to the debt in your Hedgehog Transaction Account.If your Hedgehog Trading Account has a negative balance for thirty (30) or more days, you hereby agree that Hedgehog may transfer funds from your Hedgehog Transaction Account, should it have a positive balance, to your Hedgehog Trading Account to bring such account to a zero balance. If there are insufficient funds in your Hedgehog Transaction Account to bring your Hedgehog Trading Account to a zero balance, Hedgehog reserves the right to close both accounts.
C2 Subscription Fee for Hedgehog Transaction Accounts
C2.1 Additional Services Covered by Subscription Fee
Notwithstanding anything to the contrary in the Agreements, the services covered by the Subscription Fee shall include any fees due to be paid or expenses due to be reimbursed to Administrator in connection with Hedgehog Transaction Accounts. You agree to pay the Subscription Fee in accordance with the Agreements, including Section 2 of the Program Agreement. You acknowledge that the Subscription Fee may change from time to time and will be available on the Hedgehog Website. Except for the Subscription Fees payable pursuant to Section 2 of the Program Agreement, Administrator will not charge you any fees in connection with a Hedgehog Transaction Account or the Banking Services.Ledger Provider may charge you an additional fee in connection with transactions through a Hedgehog Transaction Account.
C2.2 Debit Authorization to Pay Subscription Fee
You further agree you will pay the Subscription Fee by recurring monthly Direct Debit and electronic funds transfer that will deduct money from your primary Funding Source. You authorize Hedgehog and/or its agents to initiate the recurring monthly debit from your primary Funding Source in Section A5.3.1 of the Administration Agreement. If you choose a Hedgehog Transaction Account, you agree your Hedgehog Transaction Account may be the primary Funding Source from which your Subscription Fee will be deducted. If your Hedgehog Transaction Account is your primary Funding Source and Hedgehog is unable to collection your Subscription Fee via Direct Debit from your Hedgehog Transaction Account, you authorize Hedgehog and/or its agents to collection your Subscription Fee in accordance with Section 2.1.3 of the Program Agreement. If you have chosen a Hedgehog Transaction Account but have not funded that account, Hedgehog will deduct your Subscription Fee, including the relevant fee for your Hedgehog Transaction Account, from your other Funding Source.
C3. Automated Deposit
Automated Deposit is an optional feature available to Hedgehog Transaction Account holders who have provided scheduled Direct Debit authorization. You will be able to select a percentage of your Direct Debit to be allocated to your Hedgehog Trading Account and Portfolio Accounts. By using this feature, you authorize Hedgehog to use Ledger Provider to move the funds you select from your Hedgehog Transaction Account to your Hedgehog Trading Account.
Participation in this feature is optional and may be terminated at any time. You may make changes to your allocation until your direct deposit has settled, which may occur instantly, depending on the Ledger Provider. For the avoidance of doubt, you are solely responsible for monitoring your contributions and preventing unauthorized or erroneous transfers.
C4. Ledger of Record
Ledger Provider acts as the Ledger of Record for Hedgehog Transaction Accounts and issuer of private and public keys. Applying for a Hedgehog Transaction Account means you have or will be submitting an application for a transaction account to Ledger Provider. All applications for Hedgehog Transaction Accounts are subject to approval by Ledger Provider. Ledger Provider is not a party to the Program Agreement or any of the Product Agreements.
C5 Roles, Rights and Duties
By agreeing to the Program Agreement, you acknowledge you will be bound, and represent and warrant to Administrator that you will abide by, the terms and conditions of the Ledger Provider Agreements. If there is any conflict or discrepancy between the Ledger Provider Agreements and any of the other Agreements, the Ledger Provider Agreements shall govern with respect to Hedgehog Transaction Accounts subject to the following sentence, which shall govern to the extent it conflicts with the Ledger Provider Agreements.You acknowledge and agree that, notwithstanding anything to the contrary, Administrator, its parent company, and any of their affiliates, officers, directors, and employees shall have no duty to perform or liability for any failure to perform any obligation of Ledger Provider in the Program, under any of the Agreements, or under the Ledger Provider Agreements except to the limited extent that Ledger Provider has expressly and duly delegated its duties and liabilities to Administrator pursuant to an applicable agreement between the Ledger Provider and Administrator.
Nothing in the Program Agreement or this Transaction Account Agreement shall be construed as limiting in any way any of your rights with respect to the obligations of the Ledger Provider under the Ledger Provider Agreements.
C6. Assignment
Administrator shall not assign its rights or obligations under this Transaction Account Agreement or the Program Agreement, with the exception of assignments to its affiliates, without your consent, provided however that you will be deemed to have consented to an assignment if you do not object to such assignment within 60 calendar days of being notified through the Hedgehog Website or the Application or by email of any intent of Administrator to assign such rights or obligations.
C7. Dispute Resolution
YOU ACKNOWLEDGE AND AGREE THAT ALL THE AGREEMENTS, INCLUDING THIS ADMINISTRATION AGREEMENT, ARE GOVERNED BY THE PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 11.3 OF THE PROGRAM AGREEMENT.
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