Investment services
terms & disclosures.

General Terms and Conditions

This Service Agreement (“Agreement”) is entered into by W2B, Inc. (“Wealth2B”) and the undersigned (“Client”).

This Agreement sets forth the terms and conditions under which the Client accesses Wealth2B's investment services through Flamboyán Wealth at flamboyanwealth.com. By accepting this Agreement, the Client acknowledges and agrees that investment services are provided and managed by Wealth2B, an SEC-registered investment adviser, and accessed exclusively through the technology platform flamboyanwealth.com, which is not a broker-dealer or investment adviser.

This Agreement represents the complete understanding between the Parties regarding investment services and supersedes any prior related agreements.

Once the Client's account is open and funded, the service provided by Wealth2B under this Agreement will consist of offering the following products and services: Bank Sweep, Automatic Portfolio, and Real-Time Trading.

Products and Services

The services provided by Wealth2B under this Agreement consist of the following products and solutions, each designed to meet specific investment and cash management needs:

1. Bank Sweep: Wealth2B will automatically allocate funds in interest-bearing accounts held at program banks insured by the FDIC, up to the limits prescribed by law. Returns are subject to market conditions, and funds remain liquid for withdrawal at the Client’s discretion. Wealth2B manages these accounts on a fully discretionary basis.
2. Automatic Portfolio: Wealth2B offers globally diversified investments in ETFs covering stocks, bonds, commodities, and real estate. Securities in this product are protected by the Securities Investor Protection Corporation (SIPC), as applicable, up to the limits prescribed by law. Portfolios are managed and rebalanced automatically to align with the Client’s risk profile. Wealth2B exercises discretionary authority over these investments to ensure alignment with the Client’s stated objectives.
3. Real-Time Trading: Wealth2B facilitates access to real-time stock trading, including fractional shares. Securities in this product are protected by SIPC, as applicable, up to the limits prescribed by law. Wealth2B does not exercise discretionary authority over Real-Time Trading accounts. The Client retains full control over investment decisions, while Wealth2B provides automated recommendations based on data analysis. Reports on performance and recommendations are issued quarterly.

1. Authority

The Client hereby grants Wealth2B full and discretionary authority to manage the funds deposited in the Client's account for products that involve discretionary management, including Bank Sweep and Automatic Portfolio. Wealth2B will manage these accounts in accordance with the Client's investment profile and the strategy defined in this Agreement.

For Real-Time Trading accounts, the Client retains full control over all investment decisions. Wealth2B's role is limited to facilitating access to market transactions and providing automated recommendations based on data analysis. Wealth2B does not exercise discretionary authority over these accounts.

2. Wealth2B Representation

Wealth2B affirms that it is registered as an investment advisor with the Securities and Exchange Commission (SEC) under the Advisers Act. Registration does not imply a certain level of skill or training. Wealth2B’s current registration remains valid and in compliance with applicable regulatory requirements.

Regulatory Information

Wealth2B provides detailed information about its advisory services, fees, and risks in its regulatory disclosures. Clients are encouraged to review the Form ADV Part 2A (Brochure) and the Form CRS for a comprehensive understanding of the services offered, associated risks, and other important information. These documents are available upon request or can be accessed directly through the SEC’s adviser information website at www.adviserinfo.sec.gov. Wealth2B’s CRD# is 331220.

3. Client Representation - Documentation

The Client affirms their full legal capacity under applicable laws to appoint Wealth2B as their investment advisor. The Client confirms that they are not violating any legal or contractual obligations. The Client commits to providing accurate and updated information about their financial situation and risk preferences. Wealth2B will review and update the Client’s risk profile at least annually through the digital channels provided by Flamboyán Wealth at flamboyanwealth.com.

The Client expressly authorizes Wealth2B to share their personal information only with the Custodian designated in this Agreement, for the exclusive purpose of managing and safeguarding the account assets. This authorization does not extend to any other broker-dealer, financial institution, or third party, except as required by applicable law or regulation.

The Client consents to Wealth2B conducting necessary inquiries from public or private sources to verify or supplement the Client's information, exclusively within the context of Customer Due Diligence (KYC) policies. The Client may request the transfer of collected documentation to another financial or stock market entity, subject to regulatory compliance.

4. Account and Assets in the Account

The Client's account, managed by Wealth2B, will include cash in FDIC-insured accounts, investments in U.S. Treasury Bonds, globally diversified portfolios, and securities in the trading account protected by SIPC, all under Wealth2B’s supervision and management as per this Agreement. Income such as dividends and interests will be accumulated in the same account.

Wealth2B reserves the right to request additional information or documentation from the Client regarding the account's management. These requests will be made through the Client’s registered digital contact information provided via Flamboyán Wealth at flamboyanwealth.com. The Client commits to responding and complying with such information requests within the established timeframes.

5. Margin Transactions

Wealth2B is authorized to conduct trading operations in the Client’s accounts but is not authorized to conduct margin operations. Such operations, which entail a higher level of risk and require approval and compliance with certain custodial requirements, are expressly excluded from the investment strategies implemented by Wealth2B under this Agreement.

6. Reporting and Electronic Statements

Wealth2B will provide the Client with reports on the returns and performance of all products covered under this Agreement. These Reports will include details on the assets managed, returns achieved, and any other relevant metrics, as applicable. These reports will be delivered within fifteen (15) calendar days following the end of each quarter.

The Client agrees that all communications and account information will be delivered in electronic format. Copies of executed transaction confirmations, commissions received, and an inventory of investments will be provided to the Client by the Custodian or, if unavailable, by Wealth2B. Wealth2B is not responsible for the accuracy of information provided by the Custodian or any other third party. The Client has sixty (60) calendar days to review the information received, after which the report issued by Wealth2B will be deemed accepted.

7. Custody

The assets in the Account will be held in custody by Alpaca Securities LLC (“Alpaca”), a broker-dealer registered with the U.S. Securities and Exchange Commission (SEC), member of FINRA and SIPC. Alpaca operates as the designated Custodian under this Agreement.

Securities in brokerage accounts held at Alpaca may be protected by SIPC up to $500,000 (including up to $250,000 for cash), subject to applicable limits and conditions.

Wealth2B is not authorized to act as custodian of the Client's assets and shall not be liable for any act, omission, or error by Alpaca. However, Wealth2B shall have authority to provide instructions to Alpaca and to request information about the Client's account solely for the purpose of providing advisory services and processing the fees described in this Agreement.

All additional terms and disclosures related to Alpaca’s services, including arbitration provisions and operational terms, shall be made available and accepted separately by the Client during the account onboarding process.

8. Accumulation and Attribution

In the context of this Agreement, the modalities of executing joint purchase or sale orders of assets for multiple clients do not apply.

9. Confidentiality

All information, documentation, and advice provided by any party to another under this Agreement shall be treated as confidential and shall not be disclosed to third parties, except as required by law or upon request of the custodians in accordance with Section “3 - Client Representation - Documentation” of this Agreement. For the purposes of this Section 9, and subject to any applicable law, rule, or regulation, directors and employees of Wealth2B and the Custodian shall not be considered third parties.

10. Voting Proxy

Wealth2B shall not vote proxies on behalf of the Client, nor shall it communicate occasions when the Client has this capability. The Client is responsible for voting such proxies. The Custodian shall transmit any proxy material regarding securities in the account to the Client, not to Wealth2B. The Custodian, not Wealth2B, is responsible for the timely transmission of any proxy material to the Client.

11. Legal Responsibility

Wealth2B's responsibility is limited to situations of evidence of bad faith, gross negligence, or intentional non-compliance with obligations and duties outlined in this Agreement.

12. Assignment

Any assignment of this Agreement, as defined under the Investment Advisers Act, requires the explicit consent of the non-assigning party. Wealth2B will notify the Client by email about any proposed assignment. If the Client does not object in writing within sixty (60) days of receiving the notification, it will be considered as consent to the assignment. This Agreement and any future amendments will be for the benefit of the successors and assignees of the involved parties.

13. Termination

The Client may terminate this Agreement at any time by withdrawing all funds from the account and requesting closure through the channels provided by Flamboyán Wealth at flamboyanwealth.com. Wealth2B may terminate this Agreement with at least thirty (30) days' prior notice. Upon termination, Wealth2B is not obligated to recommend actions regarding the Client's portfolio or to liquidate the account's assets. The Client is responsible for managing all instructions related to the account's assets after the termination date.

14. Communication

All communications between the Client and Wealth2B shall be carried out through the digital interfaces and official support channels provided via Flamboyán Wealth at flamboyanwealth.com. The Client is responsible for maintaining accurate contact information through those same channels. Wealth2B may use email, secure in-app messaging, or other electronic means to communicate notices, service updates, or regulatory information.

15. Fees

The Client shall pay Wealth2B a single annual advisory fee, billed semiannually in advance, based on the total invested capital in their account. This fee grants the Client full access to all included services and investment products described in this Agreement.

Fee Tiers (billed semiannually):

1. Tier 1: $0 – $25,000 → 2.00% annual
2. Tier 2: $25,001 – $100,000 → 1.20% annual
3. Tier 3: $100,001 – $250,000 → 1.00% annual
4. Tier 4: Over $250,000 → 0.80% annual (billed semiannually)

This fee covers investment advisory services provided by Wealth2B and transactional costs related to the purchase and sale of securities within the investment account.

The fee does not cover third-party costs, including but not limited to custodian fees, banking or payment processor charges, costs embedded in investment vehicles, and regulatory or exchange-imposed fees.

Trading Limits per Semester:

1. Tier 1: 15,000 shares
2. Tier 2: 45,000 shares
3. Tier 3: 125,000 shares
4. Tier 4: 300,000 shares

A fee of $0.002 per share will apply for shares traded beyond these limits.

Deposit Limits: Clients may deposit up to 200% additional capital relative to the capital for which they paid in a given semester without additional fees. Deposits above that threshold will be subject to a prorated advisory fee for the remainder of the semester.

16. Investment Adviser Registration

The Client acknowledges verifying Wealth2B's registration with the Securities and Exchange Commission under CRD# 331220. The Client confirms receiving, before or at the time of signing this Agreement, Part 2 of the current ADV form or other brochure supplied in accordance with Advisers Act Section 204-3 (“Wealth2B’s Brochure”), and the confidentiality agreements of Wealth2B (“Disclosure Documents”), as required by Regulation SP or similar federal or state law. The Client acknowledges carefully reviewing this Agreement and any applicable disclosure documents or other documents provided in connection with it and has had the opportunity to discuss these materials with Wealth2B's representatives before executing this Agreement.

17. Severability

If any provision of this Agreement is found invalid or unenforceable by the 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 provisions of this Agreement shall be considered indivisible.

18. Amendment

Except as provided in Section “12 - Assignment” and Section “13 - Termination”, Wealth2B may amend this Agreement at any time, provided that the Client is notified in writing at least thirty (30) days in advance. Wealth2B may assume the Client's consent to any amendment if no written objection is received from the Client before the end of the thirty (30) day period. If the Client notifies Wealth2B of their objection to the amendment during this period, this Agreement will be terminated irrespective of the criteria established in Section 13 - Termination.

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, the operation, or non-compliance of this Agreement between the Client and Wealth2B shall be determined through mandatory and binding arbitration. 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, and in accordance with this Agreement and AAA's commercial arbitration rules. The judgment on the award rendered by the arbitrators may be entered in and enforced by any competent court in accordance with its practices.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the management of the account and supersedes all prior agreements, representations, and proposals, whether written or oral.

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 the Agreement shall be construed in any way as inconsistent with the Investment Advisers Act or any rule, regulation, or order of the Securities and Exchange Commission promulgated under it and applicable to Wealth2B.

22. Survival

The provisions of Sections “9 - Confidentiality,” “13 - Termination,” “19 - Jurisdiction and Arbitration,” and “21 - Applicable Law” shall survive the termination of this Agreement.

23. Risk

The Client understands that the Authority granted to Wealth2B does not guarantee any type or amount of returns and that investments are subject to market fluctuations. In this regard, the Client acknowledges that transactions to be executed may be subject to market risks and, consequently, may result in losses. Furthermore, the Client acknowledges that additional information and detailed explanations regarding the risks associated with the investments and services provided under this Agreement are outlined in Wealth2B’s Form ADV Part 2.

Therefore, the Client acknowledges being fully aware of the risks that may be assumed and, as a result, accepts that Wealth2B can only be held responsible when there is unequivocal evidence of willful misconduct or gross negligence in the exercise of its mandate, deviation from the risk profile previously assigned to the Client, or violation of orders that have been communicated promptly and conclusively. Wealth2B shall not be liable for any damage suffered by the Client as a result of risks inherent to the market in which it operates. The Client is responsible for all losses attributable to defects in its own capacity, that of its agents, or third parties.

24. Availability and Access to the Platform

The access and use of investment and trading services provided by Wealth2B will be carried out exclusively through Flamboyán Wealth at flamboyanwealth.com and any associated digital channels made available by Wealth2B. The Client will not access Wealth2B’s services through any intermediary. The conditions of availability and access to these services, including the management of credentials and responsibilities associated with usage, shall be defined by the terms and policies of Flamboyán Wealth.

Wealth2B is not responsible for any technical limitations related to the Client's access devices or internet connectivity.

25. Electronic Signature

This Agreement may be accepted electronically through the secure digital channels provided by Flamboyán Wealth at flamboyanwealth.com. Each electronic acceptance shall have the same legal effect as a handwritten signature. The parties acknowledge and agree that electronic acceptance is valid and enforceable for all purposes under this Agreement.