Investment services
terms & disclosures.

General Terms and Conditions

This Service Agreement (the “Agreement”) is entered into by W2B, Inc. (“Wealth2B”), Utoppia Inc. (“Utoppia”), and the individual or entity accepting this Agreement (the “Client”).

This Agreement is part of the collaboration between Wealth2B and Utoppia to integrate investment and cash management solutions into the Utoppia application. Through this collaboration, Utoppia provides the technology interface through which the Client accesses investment services supported by Wealth2B and the designated Custodian. This Agreement sets forth the terms and conditions applicable to the investment services provided to the Client through Utoppia.

This Agreement represents the complete understanding between Wealth2B and the Client regarding the investment services described herein and supersedes any prior related agreement between them concerning such services. Utoppia’s separate terms and conditions, including any terms applicable to the Utoppia Plus subscription, continue to apply to the Client’s use of the Utoppia application and other Utoppia services.

Agreement

Once the Client's investment account is open and funded, the services covered by this Agreement may include the Alpaca FDIC Bank Sweep Program and Automated Portfolios (also referred to as Robo Advisor or managed portfolios), as made available to the Client through the Utoppia application.

Products and Services

The services covered by this Agreement consist of the following products and solutions, as made available to the Client through Utoppia:

1. FDIC Bank Sweep: Eligible cash in the Client’s investment account may be automatically swept through the Alpaca FDIC Bank Sweep Program into deposit accounts at participating program banks. Deposits at program banks may be eligible for FDIC insurance up to applicable legal limits, subject to applicable aggregation rules, eligibility requirements, and the terms and conditions of the program. Applicable rates are variable and may change. The sweep program is offered and administered through Alpaca Securities LLC, the Custodian, and is not a discretionary securities portfolio-management service provided by Wealth2B.
2. Automated Portfolios (Robo Advisor): Wealth2B may provide discretionary automated portfolio-management services through Utoppia. Based on information provided by the Client, including a risk-profile questionnaire, Wealth2B may assign the Client to an investment profile and manage a diversified portfolio of securities, typically low-cost ETFs, on a discretionary basis. Wealth2B may exercise discretionary authority over security selection, asset allocation, investment percentages, rebalancing, and the timing of trades, without obtaining prior approval for each transaction, in order to keep the portfolio aligned with the applicable model and the Client’s risk profile. The models, profiles, instruments, and features available may vary and are described in Wealth2B’s Form ADV Part 2A and other applicable disclosures.

The specific products, models, profiles, features, and availability may vary based on the Client’s jurisdiction, eligibility, account configuration, and the services made available from time to time through Utoppia and the Custodian. A product is covered by this Agreement only if and when it is made available to the Client through Utoppia. Self-directed trading is not covered by this Agreement unless and until it is separately made available to the Client and the Client receives and accepts any applicable terms, disclosures, or amendments required for that service.

1. Authority

The authority granted under this Agreement depends on the services made available to and used by the Client.

The Client authorizes eligible cash balances in the investment account to be processed through the Alpaca FDIC Bank Sweep Program in accordance with the applicable program terms and the Client’s account configuration.

If the Client enrolls in Automated Portfolios, the Client grants Wealth2B discretionary authority to manage the designated account or sub-account, including authority to buy, sell, and otherwise transact in securities and to rebalance the portfolio, without prior consultation for each transaction, in accordance with the selected investment profile, this Agreement, and Wealth2B’s Form ADV Part 2A.

The Client authorizes Wealth2B and the Custodian to process account instructions initiated or authorized by the Client through Utoppia as necessary to provide the services described in this Agreement. If the Client separately authorizes Utoppia to transmit automated transfer or account instructions, Wealth2B and the Custodian may process those instructions to the extent of the Client’s authorization. Nothing in this Agreement grants Utoppia unrestricted authority to withdraw or transfer Client assets without the Client’s instruction or authorization.

2. Wealth2B Representation

Wealth2B affirms that it is registered as an investment adviser with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Registration does not imply a certain level of skill or training.

Regulatory Information

Wealth2B provides detailed information about its advisory business, fees, conflicts, and risks in its regulatory disclosures. Clients are encouraged to review Wealth2B’s Form ADV Part 2A and Form CRS for additional information regarding Wealth2B and its services. These documents are available upon request or through the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. Wealth2B’s CRD# is 331220.

3. Client Representation - Documentation

The Client, acting either personally or through a legal representative, affirms full legal capacity under applicable law to enter into this Agreement and open and use the investment account. By accepting this Agreement, the Client confirms that doing so does not violate any legal or contractual obligation. In the case of an entity account, the person accepting this Agreement represents that they have sufficient authority to bind the entity.

The Client commits to providing accurate, complete, and updated information regarding their identity, financial circumstances, investment experience, risk profile, and other information requested in connection with account opening, regulatory requirements, or the provision of the services.

The Client expressly authorizes Wealth2B to share personal and account information with Utoppia, Alpaca Securities LLC and its affiliates, participating program banks as applicable, and service providers involved in account opening, identity verification, compliance, custody, execution, reporting, operation of the Bank Sweep or Automated Portfolios, or other functions necessary to provide the services, and with regulators or other persons where required or permitted by applicable law.

The Client consents to Wealth2B conducting or relying upon inquiries from public or private sources as reasonably necessary to verify or supplement the Client's information in connection with Customer Identification Program, Customer Due Diligence, KYC, AML, sanctions, fraud-prevention, or other applicable compliance requirements.

4. Account and Assets in the Account

The Client's investment account may include cash held at the Custodian, cash placed through the Alpaca FDIC Bank Sweep Program at participating program banks, ETFs and other securities held in Automated Portfolios, and other assets made available through Utoppia and supported by the Custodian. Interest, dividends, distributions, earnings, or proceeds from transactions will be credited to the account as applicable.

Wealth2B reserves the right to request additional information or documentation from the Client regarding the account or use of the services. Such requests will generally be communicated through Utoppia and may be communicated directly by Wealth2B or the Custodian where required by law, regulation, compliance requirements, account security, or custodial procedures. The Client agrees to respond to such requests within the applicable timeframes.

5. Margin Transactions

Unless expressly made available to the Client under separate terms and approvals, the services covered by this Agreement do not include margin borrowing. The Bank Sweep does not involve the extension of margin credit by Wealth2B.

6. Reporting and Electronic Statements

The Client agrees that communications and account information may be delivered electronically. Transaction confirmations, account statements, tax documents, Bank Sweep information, portfolio holdings, performance information, and other account information may be provided by the Custodian, Utoppia, or Wealth2B, as applicable. Wealth2B is not responsible for the accuracy of information provided by the Custodian, participating program banks, or another third party, except to the extent required by applicable law.

The Client is responsible for promptly reviewing account statements and other information made available regarding the account and for reporting any suspected error or unauthorized activity through the channels provided by Utoppia or the Custodian.

7. Custody

The Client’s investment account will be maintained with Alpaca Securities LLC (“Alpaca” or the “Custodian”), a broker-dealer registered with the SEC and a member of FINRA and SIPC. Wealth2B does not take custody of Client assets.

SIPC protects securities customers of its members up to applicable limits, currently up to $500,000, including a $250,000 limit for claims for cash. SIPC and excess SIPC coverage, if any, do not protect against losses resulting from changes in the market value of investments. Cash held at the Custodian before being swept to a participating program bank may be protected by SIPC to the extent applicable under SIPC rules and limitations. SIPC protection is not the same as FDIC deposit insurance.

Cash deposited at participating banks through the Alpaca FDIC Bank Sweep Program may be eligible for FDIC insurance up to applicable limits, subject to the program terms, applicable pass-through insurance requirements, aggregation rules, and the Client’s other deposits held at the same participating bank in the same ownership capacity. Cash held at a participating program bank through the Bank Sweep is not protected by SIPC while held at that bank.

Wealth2B will not be responsible to the Client for any act, conduct, or omission of the Custodian or a participating program bank except to the extent required by applicable law. Wealth2B may communicate instructions or information to the Custodian as necessary to administer services within the authority granted under this Agreement.

Wealth2B does NOT have authority to instruct the Custodian to deliver Client assets or make cash payments to Wealth2B, except for any fee or payment expressly authorized by the Client and permitted under applicable law.

8. Accumulation and Attribution

For Automated Portfolios, Wealth2B may aggregate purchase or sale orders across client accounts when executing model-driven or rebalancing trades, to the extent permitted by applicable law and described in Wealth2B’s regulatory disclosures. Allocations among participating accounts will be made in a manner Wealth2B considers fair and equitable. The modalities of executing joint purchase or sale orders for multiple clients do not apply to the Bank Sweep service covered by this Agreement.

9. Confidentiality

All non-public information and documentation provided by any party to another under this Agreement shall be treated as confidential and shall not be disclosed to third parties except as authorized by the Client, as necessary to provide the services described herein, or as required or permitted by law. For purposes of this Section 9, Wealth2B, Utoppia, the Custodian, participating program banks, their respective personnel, and service providers involved in providing the services shall not be considered unauthorized third parties when information is shared for a legitimate business, operational, compliance, or regulatory purpose.

10. Voting Proxy

Unless otherwise agreed in writing, Wealth2B shall not vote proxies on behalf of the Client. The Client is responsible for voting proxies associated with securities held in the account, including securities held in Automated Portfolios. The Custodian or its designated service provider is responsible for transmitting applicable proxy materials to the Client. Proxy voting does not apply to cash held through the Bank Sweep.

11. Legal Responsibility

Wealth2B's responsibility is limited to the extent permitted by applicable law. Nothing in this Agreement waives or limits any right the Client may have under federal or state securities laws or other applicable law that cannot lawfully be waived.

12. Assignment

Any assignment of this Agreement, as defined under the Investment Advisers Act, requires the Client’s consent to the extent required by applicable law. Wealth2B may notify the Client electronically regarding any proposed assignment and may obtain consent in any manner permitted by applicable law. This Agreement and any future amendments will be binding upon and inure to the benefit of the permitted successors and assigns of the parties.

13. Termination

The Client may terminate this Agreement at any time by requesting closure of the investment account through the channels enabled by Utoppia, subject to completion of pending transactions or transfers, withdrawal of funds, applicable charges, and any requirements of the Custodian or the Bank Sweep program. Wealth2B may terminate this Agreement upon at least thirty (30) days' prior notice, unless earlier termination, restriction, or suspension is required or permitted for legal, regulatory, compliance, fraud-prevention, security, custodial, or program-related reasons.

Upon termination, Wealth2B is not obligated to recommend actions regarding the Client's holdings or to liquidate assets unless otherwise required by law or separately agreed. The Client remains responsible for instructions regarding assets remaining in the account and for following the applicable procedures of Utoppia and the Custodian. The Client’s Utoppia Plus subscription and other Utoppia services are governed separately by Utoppia’s applicable terms and conditions.

14. Communication

The Client’s primary channel for service, account, and operational communications will be the support channels provided by Utoppia. Utoppia may refer investment-related, regulatory, compliance, or other specialized inquiries to Wealth2B or the Custodian as appropriate.

Wealth2B will not use the Client’s information to contact the Client directly for commercial or marketing purposes without Utoppia’s involvement or consent. Wealth2B or the Custodian may communicate directly with the Client where required or reasonably necessary to satisfy legal, regulatory, compliance, account-security, custodial, or required-disclosure obligations.

The Client must keep contact information current through the channels made available by Utoppia or the Custodian, as applicable.

15. Fees

The Client may be required to maintain an Utoppia Plus subscription or pay other fees charged directly by Utoppia under Utoppia’s then-current terms and pricing. Such subscription or platform fees are charged by Utoppia, are separate from this Agreement, and are not investment advisory fees charged by Wealth2B.

For Automated Portfolios, Wealth2B may charge an investment advisory fee based on assets under management, or another fee structure, as disclosed to the Client before or at enrollment and in Wealth2B’s Form ADV Part 2A and Form CRS. Advisory fees, if any, will be deducted from the account or otherwise collected as disclosed. Wealth2B will not charge the Client a separate investment advisory fee for the Bank Sweep service unless such fee is separately disclosed to and authorized by the Client. Wealth2B may also receive compensation from Utoppia under a separate commercial arrangement relating to the services provided through the Utoppia integration.

The rate credited to the Client through the Bank Sweep is variable and may be lower than the gross rate available under the underlying program. The credited rate may reflect amounts retained or paid in connection with the program, including compensation payable to Utoppia under a separate commercial arrangement, where applicable and as disclosed through Utoppia or other applicable program materials.

The Client may also incur fees or costs imposed by third parties in connection with transfers, account activity, or other services outside the Bank Sweep. Applicable fees and costs will be disclosed through Utoppia, the Custodian, Wealth2B, or the relevant product documentation, as applicable.

16. Investment Adviser Registration

The Client acknowledges that Wealth2B is registered with the Securities and Exchange Commission under CRD# 331220 and that registration does not imply a certain level of skill or training. The Client acknowledges receiving or being provided access, before or at the time required by applicable law, to Wealth2B’s applicable Form ADV brochure, Form CRS, privacy notice, and other required disclosures.

The Client acknowledges having had an opportunity to review this Agreement and applicable disclosure documents and to submit questions through the channels made available by Utoppia, Wealth2B, or the Custodian before accepting this Agreement.

17. Severability

If any provision of this Agreement is found invalid or unenforceable by a competent authority under the law of any applicable jurisdiction, this Agreement will continue in full force and effect as if such provision were omitted unless such omission materially alters the rights or benefits of either party, in which case the affected provision shall be interpreted to the maximum extent enforceable under applicable law.

18. Amendment

Except as provided in Section 12 - Assignment and Section 13 - Termination, Wealth2B may amend this Agreement by providing the Client with notice in accordance with applicable law. Continued use of the services after the effective date of an amendment may constitute acceptance where permitted by applicable law. If the Client does not agree to an amendment, the Client may terminate the Agreement and close the account in accordance with Section 13.

19. Jurisdiction and Arbitration

The Client agrees that any disputes and disagreements that may arise between the Client and Wealth2B in connection with any transaction, operation, or alleged non-compliance with this Agreement shall be determined through mandatory and binding arbitration, to the extent permitted by applicable law. The Client understands that this arbitration agreement shall not constitute a waiver of the right to seek judicial relief in a court where such waiver is void under federal securities laws.

Any arbitration shall be conducted in the City of New York, State of New York, administered by the American Arbitration Association (“AAA”) in accordance with the Federal Arbitration Act, this Agreement, and the applicable AAA rules. Judgment on the award rendered by the arbitrator or arbitrators may be entered in and enforced by any court of competent jurisdiction.

20. Entire Agreement

This Agreement constitutes the entire agreement between Wealth2B and the Client regarding the investment services covered herein and supersedes prior agreements, representations, and proposals between them concerning those services, whether written or oral. Utoppia’s separate terms and conditions, including the terms applicable to the Utoppia Plus subscription, and the Custodian’s account agreements, Bank Sweep program terms, and disclosures remain separately applicable to the Client as relevant to their respective services.

21. Applicable Law

This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to conflict-of-law principles. However, nothing in this Agreement shall be construed in any way as inconsistent with the Advisers Act or any rule, regulation, or order of the SEC applicable to Wealth2B, or as a waiver of any right that cannot be waived under applicable law.

22. Survival

The provisions of Sections 9 - Confidentiality, 13 - Termination, 19 - Jurisdiction and Arbitration, 21 - Applicable Law, and any other provisions that by their nature are intended to survive shall survive termination of this Agreement.

23. Risk

The Client understands that investing does not guarantee any type or amount of return and that investments are subject to market fluctuations and may result in partial or total loss. Past performance does not guarantee future results. SIPC, excess SIPC coverage, and FDIC insurance, where applicable, do not protect the Client against losses resulting from changes in the market value of securities or other investments.

The Bank Sweep does not guarantee any fixed rate or level of return. The applicable rate is variable and may increase or decrease at any time in accordance with the program terms. Past rates are not a guarantee of future rates. FDIC insurance, where applicable, is subject to statutory limits, program requirements, pass-through insurance requirements, and aggregation of the Client’s deposits held at the same participating bank in the same ownership capacity. Amounts exceeding applicable FDIC insurance limits may be uninsured. Wealth2B and Utoppia are not banks and do not guarantee the obligations of any participating program bank.

For Automated Portfolios, the Client acknowledges that Wealth2B exercises discretionary authority and that portfolio performance depends on market conditions, the selected investment profile, model limitations, and the operation of software and algorithms. Automated strategies may not respond immediately to market events or to changes in the Client’s circumstances that have not been updated through the Platform. The Client is responsible for keeping profile and account information reasonably current.

Cash and securities may also be subject to operational, transfer, settlement, custodian, program-bank, fraud, compliance, or availability risks. Additional information regarding risks associated with Wealth2B and its services is available in Wealth2B’s regulatory disclosures, and additional terms and risks applicable to the Custodian, the Bank Sweep, and brokerage services are provided by Alpaca or through Utoppia.

Nothing in this Agreement limits any liability or responsibility of Wealth2B that cannot be limited under applicable law.

24. Availability and Access to the Platform

Access to the investment services covered by this Agreement will be provided through the Utoppia application and other channels made available by Utoppia. The conditions of availability and access, including management of credentials and responsibilities associated with use of the Utoppia application, are also subject to Utoppia’s applicable terms and conditions.

Wealth2B is not responsible for the operation or availability of the Utoppia application or other Utoppia-controlled channels. Availability of the Bank Sweep, Automated Portfolios, and other investment services may also depend on the Custodian, participating program banks, market conditions, regulatory requirements, jurisdiction, Client eligibility, account status, or the Client’s eligibility for the applicable Utoppia service or subscription.

25. Electronic Signature

This Agreement may be accepted electronically through the channels provided by Utoppia or another approved electronic process. Electronic acceptance shall have the same legal effect as a handwritten signature to the extent permitted by applicable law. By electronically accepting this Agreement, the Client confirms having received or been provided access to this Agreement and agrees to be bound by its terms.