Non-Discretionary Investment Advisory Agreement

You ("Client") and BrightPlan, LLC ("BrightPlan"), a Delaware limited liability company and an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, agree to enter into a financial advisory relationship, subject to the terms and conditions of this Investment Advisory Agreement ("Agreement"), which will allow BrightPlan to provide the Services described herein. This Agreement is effective immediately upon acceptance by BrightPlan. In consideration of the mutual covenants herein, Client and BrightPlan agree as follows:

Client Services: Client engages BrightPlan to provide the following services (collectively, the "Services") subject to the terms and conditions of this Agreement:

Based on information provided by Client, assist Client in:

• identifying and documenting multiple life and financial goals (the "Plan").
• determining Client’s risk tolerance, investment objectives, and current financial condition (the "Investment Profile").
• establishing the time horizon and relative prioritization of each goal.
• assessing the probability of achieving Client’s Plan with interactive tools for Client to simulate how different assumptions will change the probability of success.
• tracking progress on goals and alerting Client if goals are at risk or ‘off track’ (including providing suggestions for Client on how to keep goals ‘on track’).
• preparing a net worth statement aggregating all of Client’s assets and liabilities.
• measuring overall cash flow activity for Client.

Based on Client’s Plan and Investment Profile (including any appendices thereto), recommend investment portfolios for external client accounts for which BrightPlan has been provided view access ("Account(s)").

BrightPlan’s obligation to provide the above listed services is subject to Client providing the information about Client requested by BrightPlan.  Client further understands that BrightPlan will not manage, supervise or direct Client’s investments, including the purchase and sale of securities for Client’s Accounts, and will not provide any form of ongoing portfolio management services.  In making investment recommendations for Client, BrightPlan will consider only those funds and securities held through Client’s Account(s).  Client agrees that BrightPlan may refer Client to an affiliated traditional advisor if BrightPlan believes the Client would benefit from a consultation with such advisor or be better served by having a more tailored investment plan, with traditional financial advice.

Subject to the other provisions of this Agreement, BrightPlan will provide Client with access to Client’s Account information available to BrightPlan via the www.brightplan.com website ("Website"), including reporting information about goals progress, Account status, securities positions and balances. Client may also receive periodic email communications describing goal progress, Account information, and product features. Periodically, as determined by BrightPlan, BrightPlan will contact Client to review and consider any updates to the information previously provided by Client.

No Discretionary Authority: Nothing in this Agreement will give BrightPlan any discretionary authority, including authority to direct any Client cash or securities or to take possession of any Client assets in the Account(s).  BrightPlan will direct no trades for Client’s Account(s).  To the extent Client desires to implement any recommendations made by BrightPlan, Client shall be solely responsible for implementing those recommendations.

Services Outside Scope of Engagement: BrightPlan will not provide Client with tax, accounting, or legal advice, nor will BrightPlan prepare any accounting, tax, or legal documents for the implementation of Client's Plan. BrightPlan encourages Client to work closely with his or her attorney, accountant, and other appropriate professionals to implement and/or review BrightPlan’s recommendations.

Client Communications: Client recognizes that the value and usefulness of the Services provided by BrightPlan will be dependent upon information provided by Client through the Website and/or BrightPlan’s mobile application, and Client's active participation in the formulation of the Investment Profile and the Plan. Client represents and warrants that the financial and other information provided to BrightPlan is true, correct, and complete to the best of Client’s knowledge. Client authorizes BrightPlan to rely solely on the information provided by Client through the Website or BrightPlan’s mobile application, and agrees that BrightPlan is not required to independently verify any information obtained from Client or Client’s representatives. Client agrees to promptly inform BrightPlan of any changes in Client’s Investment Profile, including financial condition, investment objectives, or any other factors that may be important to BrightPlan in its provision of the Services by updating Client’s Investment Profile on the Website. Client hereby authorizes BrightPlan to provide personal financial information, quarterly reviews and reports, newsletters, disclosure documents, and similar information, and other communications, notices and required disclosures to Client via e-mail, the Website, and/or the BrightPlan mobile application.

Fees:  BrightPlan works with employers to offer Financial Wellness programs, under which employers pay, in advance, some or all of a negotiated fee on behalf of their employees "Subscription Fee") who may subsequently become a BrightPlan Client under this agreement. In the event a Client leaves the employer or the employer no longer offers the program, the Client may opt to remain a client of BrightPlan and pay the Subscription Fee which is no more than $20 each month. In this case, the Client understands and expressly authorizes BrightPlan to debit the ubscription Fee directly from Client’s provided credit card on a monthly basis.  In the event of any change to the Client paid Subscription Fee, BrightPlan will provide at least 30 days’ written notice to Client and Client will be deemed to consent to the revised Subscription Fee absent written notice of termination of this Agreement by Client within 30 days from the date of such notice.  If this Agreement is terminated during the month and the Client pays the Subscription Fee, BrightPlan will refund a pro rata portion of the Subscription Fee.
BrightPlan reserves the right to reduce, waive, or suspend any fee or any part thereof for any period for any client at its sole discretion.

Other Expenses: BrightPlan’s Subscription Fee covers all Services rendered by BrightPlan on Client's behalf as set forth herein. BrightPlan’s Subscription Fee does not include transaction or custodial fees charged by Client's custodian and/or broker-dealer, or any taxes owed with respect to Account holdings and transactions. Mutual funds and exchange-traded funds ("ETFs") that BrightPlan may recommend pay their own separate advisory fees and other expenses, as set forth in each mutual fund's or ETF’s prospectus.

ADDITIONAL TERMS AND CONDITIONS

Use of Website: Use of BrightPlan’s Website and tools contained therein are subject to separate Terms of Service agreement which is available on the Website.  Client is additionally bound by such Terms of Service agreement, which may be amended from time to time.  Client represents that Client has reviewed and understands the current Terms of Service and agrees to review the Terms of Service no less than annually. Client understands that personal information, including that which is used to create the Investment Profile, is collected by electronic means. Client will be authenticated with a username and password and Client is responsible for selecting a safe password and not sharing it with others. Unauthorized access to Client Account(s) may result in unintended changes to the Investment Profile or other instructions provided to BrightPlan and BrightPlan accepts no liability for actions resulting from such unauthorized access as further detailed in the Terms of Service.

Market Risk: Client acknowledges that investments are subject to various market, currency, economic, political, and business risks, and that investments will not always be profitable.  Client understands that BrightPlan gives no guarantees with respect to the success or performance of (a) any particular investment, investment strategy, or recommendation made by BrightPlan; or (b) the Services.

Limitation of Liability:  In making investment recommendations for Client, BrightPlan will only consider the information provided by Client. Except as may otherwise be provided by law, BrightPlan will not be liable to Client for (a) any loss that Client may suffer by reason of any recommendations made, or other action taken or omitted, by BrightPlan in good faith and with that degree of care, skill, prudence, and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; (b) any loss arising from BrightPlan’s adherence to Client’s instructions; (c) any loss arising from any investment that Client holds or makes that BrightPlan does not recommend; (d) any act or failure to act by Client’s custodian, broker-dealer or other third party; (e) any loss arising from Client’s failure to follow BrightPlan’s investment advice; (f) any loss resulting from Client’s failure to provide BrightPlan with current, updated, and accurate information related to the Investment Profile and Plan; or (g) any loss caused by conditions and events beyond its control including, without limitation: electrical, mechanical or equipment breakdowns, computer system failures and malfunctions, system access issues, system capacity issues, delays by third party vendors and/or communications carriers. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that Client may have under those laws.

Voting Securities and Related Matters: BrightPlan shall have no authority or power to exercise voting rights (including with respect to voting proxies), rights to consent to corporate actions, or other similar rights with respect to securities held in the Account.  Rather, Client shall retain all such authority.  Further, BrightPlan will not take any action or render any advice with respect to any legal actions, including but not limited to class action lawsuits, involving securities held in Client’s Account(s).

Disclosure: Client acknowledges receipt of a copy of BrightPlan’s most recent Privacy Notice and Form ADV, Part 2. Client represents that Client has reviewed and considered the disclosures made by BrightPlan in this Agreement and in BrightPlan’s Form ADV, Part 2, including, in particular, the portions related to Services, compensation, risks, and potential conflicts of interest, as well as the remainder of the disclosures concerning, among other matters, background information such as educational and business history, business practices such as the types of advisory services provided, the methods of securities analysis used, and the like.

No Services to Non-U.S. Persons:  Client represents and warrants that Client is a U.S. citizen, a U.S. permanent resident, or has a valid U.S. visa and resides in the United States. BrightPlan makes no representations or warranties regarding its compliance with laws or legal requirements of any non-U.S. jurisdiction. The Services offered hereby are not being offered to, and are generally not available to, anyone located outside the United States, including U.S. citizens residing abroad.

Access Interruptions:  BrightPlan makes no guarantees that access to the Website or through the mobile application will be available at all times.  Client understands that BrightPlan may at times suspend access to the Website and/or through the mobile application, without notice to Client, in order to make repairs or upgrades.  In addition, access to the Website and/or mobile application may at times be limited or unavailable due to hardware or software malfunctions, technical issues, peak demand, maintenance, upgrades, failure or interruption of internet service, acts of God, or for other reasons.  Client agrees that BrightPlan shall not be liable for any losses, costs or expenses incurred by Client resulting from such unavailability or access limitations.

Termination; Withdrawals. This Agreement may be terminated by either party with or without cause by notice to the other party, which notice shall be provided by Client to BrightPlan through the Website and by BrightPlan to Client through the Website, BrightPlan mobile application, or to the primary email address provided by Client as may be updated from time to time.  Upon the effective date of termination, BrightPlan will have no further obligation to Client under this Agreement.

No Assignment: BrightPlan shall not assign this Agreement without Client’s consent. Notwithstanding the foregoing, in the event of a change in control or ownership of BrightPlan that would result in an "assignment" of this Agreement under the Investment Advisers Act of 1940, BrightPlan will provide written notice to Client, and Client will be deemed to consent to the assignment absent Client’s written notice of termination of this Agreement within 30 days from the date of notice.

Notices and Communications: Except where a different form of notice is specifically provided for in this Agreement, any notices required or permitted under this Agreement shall be in writing and shall be sufficient in all respects if (i) sent via U.S. mail, (ii) sent through access to the Website and electronic communications, or (iii) sent by electronic mail to the address provided to BrightPlan by Client.  Client understands and agrees that the primary method of BrightPlan’s communications with Client in connection with the Services will be by posting information through the Website, and that Client may not always receive a separate notice that new information has been posted to the Website.  Client therefore agrees to check the Website regularly.  Client may revoke this consent for BrightPlan to provide notices electronically to Client at any time by notifying BrightPlan.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and each party hereto acknowledges to the other that it is not relying on any statement, understanding or agreement not fully stated herein and each party hereby expressly waives any, and all, claims or defenses to enforcement of this Agreement which are based on any statement, understanding or agreement not fully stated herein. This Agreement supersedes and replaces any prior agreement between the parties.

Amendment and Waiver:  Except as otherwise set forth in this Agreement, any amendment to this Agreement must be in writing and signed by the parties to be valid.  The failure of either party to insist, in any one or more instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition.

Governing Law: This Agreement shall be governed by, construed, and interpreted in accordance with the laws of the State of Delaware.

Electronic Signature:  Client’s intentional action of electronically signing this Agreement is valid evidence of Client’s consent and intention to be legally bound by this Agreement and any other documentation submitted in the process or governing Client’s relationship with BrightPlan.  The electronically stored copy of this Agreement shall be considered the true, complete, valid, authentic, and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the Agreement was generated, executed, and maintained in printed form.  If Client and Client’s spouse have electronically signed this Agreement as Client, the representations under this Agreement with respect to Client will be joint and several.

Additional Client Representations:  Client represents and warrants that Client has the full power and authority to execute, enter into, deliver, and perform Client’s obligations under this Agreement.  Client further warrants that this Agreement has been duly authorized, executed, and delivered by Client, and is the legal, valid, and binding agreement by Client, enforceable against Client in accordance with its terms, and that the terms of this Agreement do not violate any obligation by which the Client is bound.  If Client is a corporation, limited liability company, partnership, trust, or other legal entity, Client represents and warrants that the individual executing this Agreement on behalf of Client has been duly authorized to do so.

Arbitration: The parties waive their rights to seek remedies in court, including any right to a jury trial. The parties agree that any dispute between or among any of the parties arising out of, relating to or in connection with this Agreement or the Account(s), including the determination of the scope and applicability of the agreement to arbitrate, shall be resolved exclusively through binding arbitration conducted under the auspices of JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration hearing shall be held in the county and state of the principal office of BrightPlan at the time the dispute arises. Disputes shall not be resolved in any other forum or venue. The arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the securities business. The parties agree that the arbitrator shall apply the substantive law of the State of Delaware to all state law claims, that limited discovery shall be conducted in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures, and that the arbitrator may not award punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for any of the specific claims asserted. In accordance with JAMS’ Comprehensive Arbitration Rules and Procedures, the arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The award shall not include or be accompanied by any findings of fact, conclusions of law or other written explanation of the reasons for the award. The parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law. Any award rendered by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction in the county and state of the principal office of BrightPlan at the time the award is rendered or as otherwise provided by law. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including when seeking to confirm or vacate the award in court, unless otherwise required by law or judicial decision.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.