Member Agreement & Terms of Service

Effective Date: October 2023

Acceptance of Terms

Welcome to ShareGro! By accessing or using our internet-based investment mobile application (the "App") and services (Advisory Services), you agree to these Terms of Use and Member Agreement (the "Agreement"). If you disagree with these terms, please refrain from using the App and ShareGro Services.

If you decide to participate in the Program, including using the Application, completing the Risk Tolerance Assessment, and engaging in the Sharing Program, Advisory Services, and related fee payments (collectively referred to as the "Program"), it is crucial to review this Member Agreement thoroughly. Upon review, click the "I Agree" button to indicate your acceptance.

Your continued participation in the program after signing up signifies your agreement to all terms in this Member Agreement, as may be amended by ShareGro upon electronic notice to you within the application and website. By using ShareGro services and agreeing to this Member Agreement, you legally bind yourself to its terms and conditions.

Additionally, by clicking "I Agree," you confirm that you have electronically received and had an opportunity to review all disclosures, including Part 2(A), Part 2(B), and Part 3(CRS) of ShareGro’s Form ADV (the “Brochure”), notifications about fees, and any other disclosures made available to you electronically via email or within the Application. For a single download of the brochures, please click here.

If you do not agree to the amendment, please let us know and we will close your account.  If we do not receive any response, we will assume that you have agreed to the amendment within seven (7) business days of our delivery of notice to you.

Definitions 

The parties agree to the following definitions for the purposes of this Agreement.

“Advisory Services” means ShareGro will provide certain automated investment advisory services to you using the Application and ShareGro’s proprietary algorithms based upon the information you provide in your Member Information and you shall be charged certain fees as described herein for ShareGro’s services, including the Advisory Services as provided herein. 

“Application” or “App” means the mobile software application that ShareGro provides to let you access the Risk Tolerance Assessment and information about your Portfolio Account using an internet-connected mobile device that is compatible with the Application. 

“Carrying Broker” means APEX FINANCIAL SERVICES, INC. ( CRD # 128660 )

“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” means the following services provided by the Carrying Broker pursuant to this Agreement and a separate brokerage agreement: (i) the execution, clearance, and settlement of Purchases and Sales by a clearing broker pursuant to a separate agreement as clearing agent for the Carrying Broker; (ii) the coordination of safekeeping and control services provided by and/or through the clearing broker for shares and other securities; and (iii) to the extent expressly provided in any applicable agreement(s) between the clearing broker and the Carrying Broker, certain administrative services relating to the maintenance of and accounting, record keeping and reporting. 

“FDIC” means the Federal Deposit Insurance Corporation. 

“Fee Date” means the Business Day each month when the applicable Advisory Fee and Subscription Fee for that calendar month will be withdrawn from your Portfolio Accounts. The Fee Date will be the monthly anniversary of the date your first ShareGro account was verified (“Verified Date”). If 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 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” means a checking or other financial account that you use to send money to and receive money from your Portfolio Account. It is a financial account that will be a source of deposits and destination of withdrawals in the Application. At no point may you have more than one external account as a Funding Source. Currently, ShareGro uses Plaid ACH for verifying this source

“Indemnified Persons” means affiliates, officers, directors, employees, representatives, successors, assigns, and authorized agents of ShareGro and/or the Carrying Broker. 

“Order” means an order that ShareGro places to buy or sell a financial product or investment through the Carrying Broker and includes an order to buy or sell Securities or other equities, financial instruments, or commodities for a purchase or sale in your Portfolio Account. 

“Portfolio Account” means any ShareGro account governed by this Member Agreement, which may be administered by the Carrying Broker. 

“Portfolio Account Value” means the aggregate market value at any point of the assets in any one of your Portfolio Accounts. 

“Model Portfolios” means the model portfolios that ShareGro has developed for its members to invest in Portfolio Accounts through the Program. 

“Portfolio Account Value” means the aggregate market value at any point of the assets in any one of your Portfolio Accounts. 

“Privacy Policy” means collectively (i) the Privacy Policy of ShareGro, the Carrying Broker, and their affiliates, which is available from time to time on the ShareGro Website and the Carrying Broker Website, and (ii) the Privacy Policy available through the Application. 

“Program” means the subscription and advisory fee program provided for in this Member Agreement. 

“Member Agreement” means this Member Agreement between ShareGro, the Carrying Broker and you. 

“Program Charge” means the fee for the overall account services including educational content and access to the ShareGro financial freedom system, which is included in the Subscription Fee. 

“Rebalancing” means a combination of purchases and/or sales ordered by ShareGro on your behalf and designed by ShareGro, in its sole discretion, to keep the proportions of stocks, bonds, commodities and other financial instruments in your Portfolio Account within specified ranges of the corresponding proportions in your Selected Portfolio. 

“Reinvestment” means a combination of Purchases by ShareGro on your behalf using cash from dividends paid by your portfolio investments. 

“Restriction” means a financial investment that you choose, subject to the terms and conditions of this Member Agreement, not to buy or hold in your Portfolio Account. 

“Risk Tolerance Assessment” means the mobile survey developed by ShareGro to analyze certain Member Information about you and recommend a Suggested Portfolio for you. This assessment is a feature and part of the functionality of the Application. 

“Sale” means a sale of investments from your Portfolio Account. 

“SEC” means the U.S. Securities and Exchange Commission. 

“Security” means any interest in traded securities, equities, bonds, shares, mutual funds, exchange traded funds (ETFs), options, futures, forex, or any other financial instruments or commodities included by ShareGro in any of the Portfolios. 

“Securities” means any Security that ShareGro buys and sells on your behalf through the Carrying Broker and that the Carrying Broker holds in your Portfolio Accounts on your behalf. 

“ShareGro” means ShareGro Inc. 

“ShareGro Website” means www.ShareGro.com or any website that ShareGro later replaces such website with. 

“Sharing Program” means the program of contribution matching and peer to peer sharing among ShareGro Members

“Service and Subscription Fee” means the monthly cost to hold a ShareGro account which includes the monthly subscription fee as well as the Advisory AUM fee

“Suggested Portfolio” means the Portfolio ShareGro recommends for your Portfolio Account(s) based on certain Member Information you supply ShareGro. 

“Tax Form” means a statement that the Carrying Broker and/or ShareGro 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” means any written terms or conditions that ShareGro, the Carrying Broker or their affiliates require you to abide by when using the Application, the Risk Tolerance Assessment, and the Websites. The Terms of Use include any written terms or conditions that ShareGro or the Carrying Broker requires you to agree to before loading the Application or before accessing either of the Websites. 

“Withdrawal” means a transfer to your Funding Source of cash disbursed from your Portfolio Account pursuant to a Withdrawal Request. 

“Withdrawal Request” means a communication you send ShareGro through the ShareGro Website or mobile Application requesting that ShareGro place orders for Sales and instruct the Carrying Broker to disburse the proceeds of the Sales to fund a Withdrawal in the requested amount. 

Eligibility 

For our initial offering, we will only allow domestic applications and individuals with U.S. citizenship who are 18 years or older. By using the App, you represent and warrant that you meet these eligibility criteria.

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 ShareGro or the Carrying Broker intend to offer the Program, any securities, or any other products or services outside the United States. You acknowledge that ShareGro and the Carrying Broker do not offer the Program to non-resident aliens subject to tax withholding. None of ShareGro, the Carrying Broker or their affiliates represent or warrant that any aspect of the Program, including information available from the ShareGro Website or the Application and information provided through the Risk Tolerance Assessment, 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 you provided when applying for any account through ShareGro or any of its affiliates, agents or contractors using the account opening functionality on the ShareGro Website or in the Application.

Description of Services

ShareGro is an internet robo-advisor mobile application that offers automated portfolio assignment based on a risk tolerance score provided by users. We do not provide specific financial advice or personalized investment recommendations. Instead, we use algorithms to assign investment portfolios.

Portfolios

As provided further in this Agreement, ShareGro will develop the Portfolios and enhance or update the Portfolios from time to time. You agree that ShareGro may modify from time to time the number of Portfolios that it deems appropriate, in its sole discretion, to address the investment objectives, time horizons, and risk tolerances associated with categories of members. You agree that ShareGro may, in its sole discretion, modify from time to time the selection of the Securities that comprise each of the Portfolios and the relative weightings of the Securities within each of the Portfolios. Nothing in this Section 1.2 shall be deemed as limiting your rights or ShareGro’s obligations under federal or state securities laws and regulations. You may be required to enter into a separate brokerage agreement with the Carrying Broker in order to facilitate trades and transactions under the Program. 

ShareGro will use the Application to provide you with information about the composition and investment objectives of the Portfolios. You agree that:

•  the Portfolios are subject to the investment risk tolerance assessment
•  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.

Suggested Portfolio

Based on your Member Information and responses to an investor questionnaire, ShareGro will use a proprietary formula that is part of the Portfolio Advisory Application to recommend to you a Suggested Portfolio among the Portfolios offered. You acknowledge that ShareGro identifies the Suggested Portfolio in reliance on the Member Information you provide. You agree to provide ShareGro with Member Information about you and that you are responsible for ensuring Member Information is true, accurate, complete, and current in accordance with applicable law of this Member Agreement, including the representations, warranties, agreements and indemnification provisions of this Member Agreement. ShareGro shall not be liable for any identification of a Suggested Portfolio based on untrue, inaccurate, incomplete, or out-of-date Member Information. You agree that you will access and review information identifying and describing the Suggested Portfolio using the Portfolio Advice Application.

You acknowledge that, based on the Member Information you provide and the Investment Advisory methodology used in developing the Portfolio Advice Application, the Suggested Portfolio is the choice among the Portfolios that ShareGro recommends as best for you. However, you agree that there is no guarantee, representation, warranty, or covenant that the Suggested Portfolio will perform better over any time period than any other Portfolio or any other investment. You agree that:

•  the Suggested Portfolio is subject to the investment risks described in this Member Agreement and the Brochure;
•  any projected returns associated with your Suggested Portfolio may not materialize; and
•  any hypothetical back tested returns associated with your Suggested Portfolio are based on assumptions and do not reflect actual results of any Portfolio Account.

Selected Portfolio

You may choose any one of the Portfolios to be your Selected Portfolio. You are not obligated to choose the Suggested Portfolio to be your Selected Portfolio. You may change your Selected Portfolio at any time using the Application. There may not be more than one Selected Portfolio for your Portfolio Account. You acknowledge and agree that you are solely responsible for the choice among the Portfolios of your choice Selected Portfolio. ShareGro shall not have authority or discretion to select any of the Portfolios, including the Suggested Portfolio, for you. You further acknowledge and agree that it is your responsibility to review and carefully consider the information available on the ShareGro Website or within the Application about each of the Portfolios and their constituent Securities 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 a Security 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.

If you choose a Selected Portfolio other than the Suggested Portfolio, you acknowledge and agree, without limiting any other provision of this Member Agreement, that:

•  you will assume the risk that your Selected Portfolio may perform worse for you over any time period than the Suggested 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
•  ShareGro 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 Securities allocated so that the resulting holdings tend to replicate one of the Portfolios over time;
•  ShareGro designed the selection and relative weighting of the Securities in each of the Portfolios to pursue specific investment objectives, including diversification; and
•  removing any Security from any of the Portfolios will change the weightings of Securities in the resulting altered portfolio in a way that deviates from ShareGro’s investment advice and may adversely impact performance.

Ongoing Advice to Help Your Holdings Track Selected Portfolio

You authorize ShareGro 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. ShareGro 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 ShareGro may modify at any time the manner in which, or the frequency with which, ShareGro 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 Securities 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 ShareGro to conduct Reinvestments on your behalf after each receipt in your Portfolio Account of a dividend on Securities you own through the Program. ShareGro will generally design the Orders for Reinvestments to approximate your Selected Portfolio. Notwithstanding anything to the contrary in any of this Member Agreement or elsewhere, you agree that ShareGro 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 Securities in any particular amount.

Standard of Care

Subject to the terms and conditions of this Member Agreement and the Brochure, and without limiting any rights you may have under the Investment Advisers Act of 1940 and other applicable United States federal or state securities laws, ShareGro shall exercise the level of care in providing the Advisory Services that is customary and reasonable in the industry for investment advisers providing investment advice solely through internet-accessed computer applications.

Scope and Delivery of Our Investment Advice

You acknowledge and agree that ShareGro will not provide investment advice other than the investment advice described in this Section and will not provide you Advisory Services separate from the Program. You agree that ShareGro will provide you investment advice and deliver the Advisory Services solely electronically in accordance with this Section of the Member Agreement. You acknowledge that ShareGro will not provide you investment advice in person, over the phone, or in other than information available on the Application and ShareGro Website and communications through the Portfolio Advice Application. You acknowledge that you will not be entitled or able to transact in or hold securities in your Portfolio Account other than the Securities selected by ShareGro to comprise the Portfolios for the Program.

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 ShareGro Website and through the Application; (ii) carefully considering the recommendation by that ShareGro generates for you through the Portfolio Advisory Application of the Suggested Portfolio; (iii) choosing your Selected Portfolio; and (iv) deciding whether to exclude a Security 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, Round Up Deposits, Real Time Round-Up Deposits, and Withdrawals. However, ShareGro shall have discretion over assets in your Portfolio Account to the limited extent that ShareGro shall have the authority under the Program:

•  to determine and modify from time to time which Securities comprise each of the Portfolios, including your Suggested 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.

Deposits and Related Purchases

You agree that you will invest in the Program by using the Application and it's third-party service providers to initiate Deposits. You agree and acknowledge that nothing in any of this Member Agreement gives you any right to fund any Deposit or transfer of money for investment in the Program in any manner other than an automated clearing house (ACH) transfer from your Funding Source to the Carrying Broker in accordance with this Member Agreement. ShareGro 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 this Member Agreement with the prior express written approval of a duly authorized officer of ShareGro.

Deposits at Will

You may, subject to the other provisions of this Member Agreement, invest in the Program by initiating a Deposit at Will in any amount of $500 or more through the Application at any time. You agree that, by initiating a Deposit at Will in the Application, you authorize the ACH 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 withthis Member Agreement. You agree that, by initiating a Deposit at Will, you authorize ShareGro to place Orders with the Carrying Broker on your behalf for Purchases of the Securities that comprise your Selected Portfolio in amounts calculated by the Portfolio Advice Application such that the resulting holdings in your Portfolio Account after settlement of such Purchases will approximate your Selected Portfolio. ShareGro 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.

Withdrawals and Related Sales

You may, subject to the limitations of this Member 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 this Member Agreement 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 this Member Agreement. You agree that, by requesting a Withdrawal, you authorize ShareGro to place an Order with the Carrying Broker on your behalf for Sales of Securities in your Portfolio Account in amounts calculated by the Portfolio Advice Application such that the resulting holdings in your Portfolio Account after settlement of such Sales will approximate your Selected Portfolio. ShareGro 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. ShareGro will send any Withdrawal request you initiate through the Application to the ACH operator. You agree that, by requesting a Withdrawal, you authorize the ACH 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.

Registration and Account Security

You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate and complete. You are responsible for maintaining the security of your account credentials and any activities occurring under your account. Notify us immediately of any unauthorized use of your account.

Investment Risks

Investments involve risk, including the potential loss of principal. ShareGro's investment portfolios are assigned based on your provided risk tolerance score, but there are no guarantees of returns. You should carefully consider your risk tolerance and investment goals before using our services.

Fees and Charges

Details of our fees and charges are provided in a separate fee schedule, which you agree to review and accept. This summary and details related to fees and minimums are noted here. Fees are subject to change with notice.

Subscription Fee

If you open any ShareGro account, which may or may not include a Portfolio Account, you agree to pay ShareGro promptly the Subscription Fee. Subscription Fees are nonrefundable and will not be prorated upon termination. The Subscription Fee includes (A) the Advisory Charge for (i) all Advisory Services provided by ShareGro, (ii) all Covered Brokerage Services provided by the Carrying Broker in connection with your Portfolio Account(s), and (B) the Program Charge for (i) educational content,and (ii) access to the ShareGro financial freedom system. The amount of the Subscription Fee depends on the Combined Monthly Balance in your Portfolio Accounts.

ShareGro will not charge you any fee in connection with the Advisory Services other than the Advisory Charge, which is included in your Subscription Fee when charged by ShareGro, provided that ShareGro or any of its agents may charge a fee if a Deposit, including any Deposit at Will, or the payment of any Subscription Fee fails due to insufficient funds in your Portfolio Account or Funding Source. Notwithstanding anything to the contrary in the Agreements, you agree that, if you request the preparation and delivery of paper documents that ShareGro or the Carrying Broker normally provides in electronic form or that ShareGro and the Carrying Broker are not required to provide in paper form, ShareGro or the Carrying Broker may charge you additional fees for the preparation and delivery of such paper documents.

Subscription Fee Amount

The Subscription Fee will be charged to you on the Fee Date each month during the term of this Agreement will apply to whichever of the following applies:

1. $3 per month (the “Monthly Subscription Charge”), plus
2. 0.24% annually of the total value (in U.S. Dollars) on a pro rata basis according to the Portfolio Account Value of each of your Portfolio Accounts (the “Advisory Charge”).

Debit Authorization to Pay Subscription Fee

The normal way you will pay the Subscription Fee is by withdrawal of funds from your Portfolio Accounts. You authorize ShareGro and/or its agents to initiate the recurring monthly withdrawal from Portfolio Accounts and, in the event of an insufficiency of funds in your Portfolio Accounts, your Funding Sources in this Member Agreement. ShareGro reserves the right to cease offering you services under this Member Agreement if you revoke your electronic authorization.

Other Fees for Specially Requested Services and Irregular Occurrences

Here are fees that ShareGro or the Carrying Broker may charge, in addition to the applicable Subscription Fee for specially requested services or irregular occurrences:

 

Liquidation of Portfolio Account Holdings to Pay Fees

ShareGro 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 ShareGro or the Carrying Broker under this Member Agreement.

Discretion to Waive or Customize Fees

The Subscription Fee is not negotiable. ShareGro 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 Member at its sole and absolute discretion.

Initiatives with Waived Fees

ShareGro 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 members (such as, by way of example, students, members below a certain age and/or military veterans). Any such initiative (i) may be expanded, narrowed, suspended, cancelled or modified at any time by ShareGro in its sole discretion, and (ii) will be subject to rules, guidelines and/or terms and conditions, if any, that ShareGro 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 ShareGro Website generally and/or elsewhere). To the extent any such program or initiative is cancelled or terminated, ShareGro will, after giving impacted members notice, begin charging members the then-current Subscription Fees prospectively pursuant to the preauthorization in this Member Agreement. You agree and acknowledge that ShareGro shall have sole discretion in determining whether or not any existing member or potential member meets the requirements to participate in and/or benefit from any such program or initiative, and ShareGro 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.

Fees in Negligible Portfolio Situations

ShareGro Invest Accounts

If your Portfolio Account has a Portfolio Account Value on your Fee Date of less than $3, ShareGro reserves the right, in its discretion, to waive any amount of the Subscription Fee due in excess of the Portfolio Account Value and close the Portfolio Account.

 Incompatibility of Fee Structure with Infrequent Small Investments

You acknowledge that ShareGro 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 Advisory Services and/or Covered Brokerage Services.

Security Expenses

You acknowledge that the Securities that ShareGro recommends and that comprise the Portfolios may charge their own fees and/or expenses. The deduction of the fees and expenses of the Securities from the Securities’ average net assets, as well as the Securities’ brokerage fees and other costs and charges, are reflected in the price of the Securities and are not separately deducted from your Portfolio Account. The fees and expenses charged by the Securities 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 Securities in the prospectuses delivered on ShareGro’s behalf by its service provider by email.

Privacy Policy

Your privacy is important to us. Please review our Privacy Policy to understand how we collect, use, and safeguard your personal information. 

Brokerage & Custody

ShareGro's broker dealer custodian is Apex Financial Services. A broker dealer is a financial firm that facilitates the buying and selling of financial securities, including stocks and bonds, on behalf of its clients.

Although ShareGro may transmit your requests for Withdrawals to the ACH operator and/or the Carrying Broker, ShareGro 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 as part of this Member Agreement.

By entering into this Member Agreement and participating in the Program, you authorize and instruct ShareGro to use the Carrying Broker to maintain your Portfolio Account and to handle Orders. You acknowledge and agree that ShareGro may combine Orders for Purchases or Sales in your Portfolio Account with Orders for purchases or sales of Securities in other accounts in the Program and/or with purchases or sales of Securities by ShareGro into larger Orders for aggregate transactions for each applicable Security in the Portfolio. You agree that the Carrying Broker may route Orders to a third-party clearing broker for execution, clearance, and settlement.

Sharing Program

ShareGro offers a unique feature called "Sharing," which utilizes specific algorithms to create a community-based investment platform. Please note that the "Sharing" feature will not be active in the system until we have greater than 500 members in our community.

All ShareGro members are required to participate in the Sharing Program. 

The purposes of the Sharing Program include helping members add to and grow their Portfolio Accounts through matching of these additions by the peer to peer network of ShareGro Members. The ShareGro Member network also benefits from these additions since this increases the total resources available for future sharing matches. The overall Sharing Program system forms a sharing of risk and reward added onto the wealth management platform.  As part of the Sharing Program, each Member agrees to:

• Members contribute to one another, an amount equal to 1.0 % annually of the value of their account.
• The 1.0 % sharing is determined based on the average value of the account in the month immediately preceding the valuation.
• 1.0 % of the 1.0 % donation for this sharing will be spread equally among all the participating accounts,
• the remaining 99 % of the 1.0 % sharing (0.99 % of assets or 99 basis points per year) is transferred in proportion to (as a match of) new contributions by participants into the sharing network during the previous year. This enables participants adding even large sums to their accounts to have substantial sharing match of the large amounts (nearly perfectly in proportion, differing by only the evenly distributed 1% of sharing part).
• All distributions are directly from all Portfolio Accounts and are deposited directly into all Portfolio Accounts (peer to peer transfers). ShareGro chooses the sum of all such transfers to accomplish the overall sharing transfers for the period, and to ensure that no member gives more than the annual gift exclusion amount, intending to keep tax reporting simple. This is particularly beneficial to people with accounts that are small in comparison to the rate of addition to their accounts.
• These transfers are in addition to and separate from, customary account maintenance fees.
• Members are solely responsible for determining the tax consequences of their participation in the program, see more here under Tax Considerations
• Members may not choose to exclude any participating members in this program
• All contributions and distributions made from or to Portfolio Accounts are transferred directly without “passing through” any other account first. And ShareGro never touches the money. It instead flows only directly between members.

Profit Sharing Formula

• Participants are eligible to earn a share of the profits generated by the "Sharing" program.
• The profit share is calculated at a rate of 1% per year, which is equivalent to 1/12% per month.
• Your share is proportional to the amount you have added to your ShareGro account.

Consolidated Sharing Account

• ShareGro automatically deducts 1/12th of a percent (0.0833%) from each active account on a monthly basis.
• These deductions are stored in a consolidated "Sharing" account within minutes of deduction.

Distribution of Shared Profits

• 99% of the funds in the consolidated "Sharing" account are returned to participants based on their NET deposits.
• The distribution is proportional to the NET deposits made by each participant, taking into account both deposits and withdrawals.
• The remaining 1% is divided and distributed to all ACTIVE accounts, regardless of whether they have contributed any new deposits.

Active Account Criteria

• Active accounts are defined as fully funded accounts with a balance exceeding $500.
• They are not in a suspended state due to low balance.
• Active accounts are actively paying ShareGro's Asset Under Management (AUM) and monthly subscription fees.

Calculating Your Share:

• Each month, 1/12th of your account balance is distributed into the consolidated "Sharing" account.
• Your share of the profits is determined based on your deposit activity, including net deposits (deposits minus withdrawals).
• The total distribution is a sum of what all participants have added to the platform.

This "Sharing" program is designed to promote a sense of community and reward active participants. Please note that the actual profit share may vary based on the size of the consolidated "Sharing" account and the contributions of all participants. It's important to maintain an active and fully funded account to be eligible for profit sharing and the 1% distribution to all active accounts.

Tax Considerations

ShareGro does not provide tax advice or tax-related services. It is your responsibility to consider the tax implications of your investments and seek advice from a qualified tax professional if needed.

Minimum Account Balance Requirement and Account Suspension

To begin your investment, your account must have a minimum balance of $500. Accounts that fall below $300 will be suspended, meaning no fees will be assessed, but the account will be moved to a 100% cash state. You can fund and accumulate the $500 requirement without being charged fees until your minimum account balance is met.

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 American Bankers Association routing number and account number for your Funding Source. You acknowledge that the information you enter into the Application about your Funding Source is Member Information subject to the representations, warranties, and indemnification provisions of this Member 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 this Member Agreement 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 this Member Agreement 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.

See also: Wire Transfers

Use of Plaid ACH Verification

ShareGro uses Plaid ACH verification for funding your account securely. See also https://sharegro.zendesk.com/hc/en-us/articles/16879415825179-ACH-Authorization-Terms 

Market Risks and Disclaimers

ShareGro is not responsible for market growth or investment outcomes. Investing involves risks, and there is no guarantee of returns. It is important to carefully consider your investment choices.

Availability on Google Play and Apple App Store

ShareGro is available for download on the Google Play Store and the Apple App Store.

Rejection of Accounts on Critical Alerts Lists or DNDB Lists

For security and compliance purposes, our initial offering will reject any new accounts that show up on Critical Alerts lists or DNDB (Do Not Do Business) lists.

• Critical Alerts Lists: This list includes individuals or entities associated with suspicious or fraudulent financial activities. Being on this list may indicate a heightened level of risk or legal issues.

• DNDB (Do Not Do Business) Lists: These lists typically consist of individuals or entities with a history of unethical or illegal financial activities. Accounts on these lists are flagged to prevent potential risks.

Your Responsibility to Vote Securities and Electronic Delivery Consent

You acknowledge and agree that you have the right to vote the Securities in your Portfolio Account and that ShareGro shall not have any obligation to vote and shall not vote such Securities.

ShareGro serves its members through the ShareGro Website and its functionalities, including the Application, which includes the Portfolio Advice 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 ShareGro’s members through the Carrying Broker Website and email communications.

When you agree to participate in the Program by entering into this Member Agreement, you consent to receive any and all advice, documents, information, or other communications from ShareGro and/or the Carrying Broker electronically through the Websites, the Application, the Portfolio Advice 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, AMENDMENTS TO THIS MEMBER AGREEMENT, ADDITIONAL AGREEMENTS OR OTHER COMMUNICATIONS TRANSMITTED TO YOU IN RELATION TO THE PROGRAM. Important communications will be notified to you via email and via the Application and Websites.

Notwithstanding anything in this Member Agreement, you may request Tax Forms or other any communication that ShareGro and/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 ShareGro 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 [e-mail]. Notwithstanding anything in the Agreements to the contrary, you agree that, if you revoke or limit your informed consent to electronic delivery, ShareGro 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, ShareGro, 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 Member Information electronically using the Application.
•  You may access statements, Tax Forms, and the current Agreements electronically through the Application.
•  You may access prospectuses through emails from the Carrying Broker’s or ShareGro’s vendor(s).
•  You will receive proxy voting materials for the Securities with instructions on how to vote your Securities 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.
•  ShareGro will provide investment advice solely through the Application and the Portfolio Advice 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 this Member Agreement.
•  ShareGro will directy notify to you in writing via email and through the Application and/or the Websites any changes to any of the Agreements. However, you agree that you will check your email and the Application regularly for communications from ShareGro and/or the Carrying Broker, including electronic notices that any of the Agreements have been amended.
• You will need a mobile device with a browser and access to the internet to access Tax Forms on the Application

Notifications

ShareGro may send notifications to you through various channels, including SMS, email, and in-app notifications. You can adjust your notification preferences within the App to customize the types and frequency of notifications you receive.

Brochure Receipt and Investment Risks

You acknowledge receipt of the Brochure, which is also available on the ShareGro Website and the SEC’s Investment Adviser Public Disclosure page on www.adviserinfo.sec.gov. 

You acknowledge that:

•  The Securities 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 Suggested Portfolio, the Selected Portfolio, or other Portfolios, does not guarantee future results.
•  Investment performance of any kind can never be guaranteed. Neither ShareGro nor the Carrying Broker represent or warrant the present or future level of risk or volatility in, or the future performance of, the Suggested Portfolio, your Selected Portfolio, other Portfolios, or your Portfolio Account(s).
•  Performance of the Suggested 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 ShareGro or the Carrying Broker may not be free from error or inaccuracies.
•  Investments in Portfolio Accounts are not guaranteed by the Federal Deposit Insurance Corporation, any bank, or any government.

Privacy

You acknowledge receipt of the Privacy Policy, which ShareGro may amend from time to time by posting new versions on the ShareGro Website. You consent to ShareGro recording your telephone calls and your electronic communications with representatives and associated persons of ShareGro without further notice. You expressly authorize ShareGro representatives or associated persons to contact you for purposes of evaluating and offering the Advisory 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 ShareGro representatives or associated persons with whom you are in contact.

Assignment

ShareGro shall not assign its rights or obligations under this Member Agreement or this Member 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 ShareGro Website or the Application or by email of any intent of ShareGro to assign such rights or obligations.

Limitation of Liability

General Limitation

Subject to federal and state securities laws, you agree that ShareGro and their affiliates, officers, directors, and employees shall not be liable under any of this Member Agreement for their actions or omissions absent their gross negligence, willful misconduct, or violation of applicable law. ShareGro shall not 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 this Member Agreement, you indemnify and hold harmless ShareGro and the Indemnified Persons from any loss, damage, or liability arising out of any transaction in which ShareGro acts directly or indirectly as your investment adviser or acts directly or indirectly as your agent in connection with the transactions related thereto, absent any willful or grossly negligent conduct by ShareGro or the applicable Indemnified Person.

Access and Technology Problems

You acknowledge that access to the Websites, the Application, or the Portfolio Advice 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 ShareGro (including operator errors, market volumes and volatility, power failures, equipment failures, communications failures, natural disasters, terrorist acts, and warfare). You agree that none of ShareGro or any of its affiliates warrants or guarantees that the Websites, the Application, or the Portfolio Advice 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 ShareGro or any of its affiliates 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 Advice Application. Without limiting the generality of the preceding sentence, none of ShareGro or its affiliates 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 ShareGro. You agree that none of ShareGro or any of its affiliates or representatives make any warranty of any kind, express or implied, regarding the usability or functionality of the ShareGro Website, the Application, or the Portfolio Advice Application or any other hardware, software, or technology used in connection with the Program.

Website Content

ShareGro 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 ShareGro hereby specifically disclaims 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 ShareGro.  ShareGro is 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.

ShareGro will not provide tax or legal advice, including with respect to any of your Portfolio Accounts. You agree that none of the content provided through the Application, including the Portfolio Advice Application or the ShareGro 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 ShareGro or its affiliates shall have any obligation under this Member Agreement or any related agreements or transactions to take any action with respect to legal proceedings, including bankruptcy, that may arise regarding any of your Portfolio Accounts.

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.

Independent Contractors

None of ShareGro or its affiliates shall be liable for the acts or omissions of their vendors or other contractors, including third-party clearing brokers, or any third party participating in a ShareGro Program, or any third party provider of any services to you.

Automated Clearing House (ACH) Transactions

You acknowledge that it is your responsibility to provide correct payment instructions for your Funding Source to ShareGro when requested in connection with the Program. You agree to be bound by the National Automated Clearing House Association operating rules and any applicable local ACH operating 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 an ACH transfer being rejected, lost, posted to an incorrect account or returned to the bank that maintains your Funding Source without notice to you. You agree that ShareGro and its affiliates or third party partners may request and may make ACH transfers for Withdrawals solely by reference to the account number of the recipient. ShareGro shall not be obligated by any provision of this Member Agreement or any related transactions or documents 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 ShareGro 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 an ACH transfer to make a Deposit or Withdrawal or pay Subscription Fees. You agree that processing of ACH transfers for Deposits, Withdrawals or Subscription Fees may be delayed for five Business Days or longer. If you believe a transfer has not been properly credited to you, you agree to notify ShareGro 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 this Member Agreement, ShareGro 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 financial institution that maintains your Funding Source, or for any act or omission of any service provider or vendor of any such financial institution. Any credit resulting from an ACH transfer associated with a Deposit or payment of any Subscription Fee is provisional until  ShareGro receives payment. Without limiting any other rights of ShareGro to delay a Withdrawal or deny a request for a Withdrawal, ShareGro reserves the right to delay or prevent a Withdrawal of the proceeds of any Deposit pending verification of final payment. If ShareGro does not receive final payment, or if any of your Portfolio Account(s) have been credited by mistake, you authorize ShareGro 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 ShareGro account that is a simplified employee pension plan individual retirement account) will not be deemed to have paid you in your applicable Portfolio Account.

Recurring Transfers

You hereby authorize ShareGro and/or the Carrying Broker (the “Service Providers”) to make recurring electronic debits and credits to your Funding 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 will remain in full force and effect until you notify the Service Providers that you wish to revoke this authorization by emailing [e-mail] 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 ACH transactions performed before the withdrawal of your authorization becomes effective.

In accordance with this Member 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.

Securities Laws

Notwithstanding anything in this Section or any other provision in any of this Member Agreement, nothing in any of this Member Agreement shall limit in any way or waive any of your rights under federal or state securities laws.

Term

Effective Date

This Member Agreement becomes effective the date you click "I Agree" to enter into them and terminate as provided below.

Suspension of Services

You agree that ShareGro, the Carrying Broker 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 ShareGro or the Carrying Broker 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 ShareGro or the Carrying Broker 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 ShareGro or the Carrying Broker or a transaction relating to the Program; (iii) to avoid a loss to you, ShareGro or the Carrying Broker; (iv) to remediate or otherwise to address problems with technology; (v) due to interruptions in the access to or operation of any technology that ShareGro or the Carrying Broker 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 this Member Agreement; or (vii) adhere to account minimums required by ShareGro.

If ShareGro or the Carrying Broker suspend all services under the Program, ShareGro will credit to your Portfolio Account or transfer to your Funding Source the prorated Subscription Fee for the period during which all services for your Portfolio Accounts were suspended. ShareGro may in its sole discretion, but shall not be required to, credit to your Portfolio Account or transfer to your Funding Source the prorated Subscription Fee or a portion thereof for any period during which services were interrupted, delayed or partially suspended.

Termination of Portfolio Accounts

You, ShareGro, or the Carrying Broker may close any or all of your Portfolio Accounts and terminate this Member Agreement at any time for any reason. Generally, ShareGro could terminate your account if you fail to maintain a minimum account value of at least $500 for over six months. You may close any or all of your Portfolio Accounts and terminate this Member Agreement by closing your account using the mobile application, please note: 

•  if you terminate any this Member Agreement with respect to any Portfolio Account, you will be deemed to simultaneously terminate this Member Agreement with respect to all Portfolio Accounts;
•  the Carrying Broker will, before closing your Portfolio Account, settle any purchases or sales pending when ShareGro initiates or receives a request to close your Portfolio Account; and
•  ShareGro 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 ShareGro 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 Securities, or physical delivery of Securities.

If you request to close any ShareGro Portfolio Account ShareGro will initiate a Sale, instructing the Carrying Broker to sell all Securities in your Portfolio Accounts and to send the Cash, less any portion of the Subscription Fee and other fees due, to your Funding Source. Notwithstanding the foregoing, if you explicitly request when you close your Portfolio Accounts that Securities be transferred to another broker-dealer, ShareGro will instruct the Carrying Broker to transfer, in accordance with your instructions, the Securities 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 ShareGro; 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.

Miscellaneous 

Governing Law

This Member Agreement shall be construed under Delaware law, which shall govern as if they were entered into in the state of Delaware. 

Entire Agreement

You acknowledge and agree that this Member Agreement, as it may be amended from time to time in accordance with its terms, constitutes the entire and final understanding with respect to this Member Agreement’s subject matter. You acknowledge and agree that this Member Agreement supersedes any previous agreements with ShareGro or the Carrying Broker. This Member Agreement and other Agreements may be modified by ShareGro or the carrying broker by written notice via electronic communication to you as provided herein. You may terminate the Agreement within five (5) business days of signing the Agreement, without penalty or fee. 

Dispute Resolution

This Member Agreement contains a pre-dispute arbitration clause, which applies to this Member Agreement and any related documents or agreements, all transactions thereunder, and/or any other interactions between the parties that relate to such contractual relationship. By signing this Member Agreement, ShareGro, its affiliates 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 Member 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 Member Agreement.

Pre-Dispute Arbitration Clause: The parties agree that all disputes arising out of this Member Agreement, 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 ShareGro 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 Member Agreement, or any other agreement between you and ShareGro, whether entered into or arising before, on, or after the date this account is opened) shall be determined by binding arbitration through the Financial Industry Regulatory Authority ("FINRA") to the extent applicable. Any disputes between you and ShareGro that cannot be arbitrated before FINRA 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 ShareGro 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 Member Agreement, or any other agreement between you and ShareGro 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 FINRA 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 [e-mail], within 30 days of the date of your electronic acceptance of the terms of this Member Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify this Member 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.

Severability

If any provision of any of this Member Agreement 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 this Member Agreement’s remaining provisions.

Interpretation

Headings in this Member Agreement are descriptive and for convenience only. The headings shall not be construed as altering the scope of the rights and obligations created by this Member Agreement’ terms and conditions. Defined terms shall have their assigned meanings wherever used in any of this Member Agreement, regardless of whether defined in the Definitions Section of this Member Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word "including," as used in any of this Member Agreement, 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 this Member Agreement granting any right or authority to ShareGro, 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 ShareGro, its parent company or any of its affiliates or agents under any of this Member Agreement unless the preclusion, limitation or lessening is stated expressly. No course of dealing between you and ShareGro, between you and the Carrying Broker, nor any delay by ShareGro or the Carrying Broker in exercising any rights or remedies under any of this Member Agreement, shall be deemed to be a waiver of any such rights or remedies. Any such right or remedy may be exercised as often as ShareGro may determine in its sole discretion.

Notice

You acknowledge that the usual way ShareGro, the Carrying Broker will provide you notice under any of this Member Agreement, including notices of new versions of any of this Member Agreement when modified pursuant to Section 12.10 below, is by posting such notices on the ShareGro Website. You agree to check the ShareGro Website and the Application frequently. If required by applicable law or if they decide in their sole discretion, ShareGro will provide you with notices by other means, including emails linking to the ShareGro Website or Application, other emails, and traditional mail.

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 ShareGro or the Carrying Broker intend to offer the Program, any securities, or any other products or services outside the United States. You acknowledge that ShareGro and the Carrying Broker do not offer the Program to non-resident aliens subject to tax withholding. None of ShareGro, the Carrying Broker or their affiliates represent or warrant that any aspect of the Program, including information available from the ShareGro Website or the Application and information provided through the Portfolio Advice 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 ShareGro or any of its affiliates, agents or contractors using the account opening functionality on the ShareGro Website or in the Application.

Authority

You represent and warrant that you have the full power and authority to enter into each of this Member Agreement. You certify that you are over eighteen (18) years of age or of legal age to enter into contracts in the state where you live, whichever is older. You agree that, when you sign below, this Member Agreement 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 this Member Agreement.

No Conflict

You represent and warrant that no term of any of this Member Agreement conflicts with or violates any duty you have under any law, regulation, or agreement.

Amendment

ShareGro may amend this Member Agreement from time to time by adding, revising, or deleting any terms or conditions. Nothing in this Member Agreement shall be deemed waived or amended without the prior express written consent of ShareGro executed by a duly authorized representative of ShareGro. ShareGro may amend this Member Agreement in accordance with the terms and conditions hereof. The Carrying Broker may amend and update the brokerage agreement in accordance with the terms and conditions of such brokerage agreement. ShareGro shall email you from time to time with any changes to this Member Agreement as well as posting notices on the Websites and/or the Application, which amendments will be available on the ShareGro Website and the Application, subject to Section 12.2 above, for you to access, download, review, print, and retain. You will be directly notified through any or all of these electronic methods of any amendments to the Agreements.

Assignment

You may not assign your rights or obligations under any of this Member Agreement without the prior express written consent of ShareGro and the Carrying Broker. ShareGro may assign its rights or obligations under this Member Agreement and this Member Agreement but only in accordance with the terms and conditions of this Member Agreement.

Websites and Applications

Privacy and Data Security

By entering into this Member Agreement, you acknowledge receipt of the Privacy Policy available on the ShareGro Website and the Privacy Policy available through the Application. The Privacy Policy describes the general policies of ShareGro regarding use and sharing of information and the nonpublic personal information provided to or collected by ShareGro and/or the Carrying Broker in connection with the opening and carrying of a Portfolio Account. You agree that the rights and obligations of ShareGro and/or the Carrying Broker, 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. ShareGro and the Carrying Broker have taken reasonable actions to safeguard your nonpublic personal information. However, none of ShareGro, the Carrying Broker, or any of their affiliates warrants or guarantees secure access to the Websites, the Application, or Portfolio Advice Application. If unauthorized individuals or organizations access or misappropriate your personal information, none of ShareGro, the Carrying Broker or their affiliates shall be liable for any damages resulting from such unauthorized access or misappropriation. You agree that, if you have claims against ShareGro, the Carrying Broker, or their affiliates regarding the handling of your personal information, your only remedies will be those expressly provided by the applicable laws and regulations, in accordance with Member Agreement.

You authorize ShareGro and the Carrying Broker 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 ShareGro and/or the Carrying Broker. ShareGro and/or the Carrying Broker 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 ShareGro and the Carrying Broker 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 ShareGro or the Carrying Broker. You acknowledge that, to the extent described in the Privacy Policy, ShareGro uses authentication and encryption to protect the Websites, the Application, and your information and that access will therefore require password submission. Your password and username will be used to place Orders through the Carrying Broker, and it is your responsibility to keep your username and password secure by keeping your password confidential and changing it often and making it something that is complex and not easy to guess. We will require a certain level of password strength for your password on ShareGro, and we advise that you take additional steps to keep your password secure. 

You acknowledge that ShareGro does not know whether someone making changes to your account or placing Orders with your username/password is you. Unless ShareGro is notified and agrees, Member will not allow anyone to access Member’s account. Member is responsible for the confidentiality and use of Member’s username/password and agrees to report any theft/loss of such username/password or any unauthorized access to Member’s account, immediately by telephone or electronically through the ShareGro Website. Member remains responsible for all transactions entered using Customer’s username/password.

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.

Terms of Use

You acknowledge receipt of the Terms of Use and Privacy Policy, which apply to the Application, the Portfolio Advice Application, and the Websites and agree to adhere to the Terms of Use throughout your participation in the Program. 

Member Information

You acknowledge and agree that, subject to the terms and conditions of this Member Agreement, ShareGro relies on the Member Information to provide the Advisory Services, including the recommendation by the Portfolio Advice Application of the Suggested Portfolio. You further acknowledge and agree that ShareGro shares some or all of the Member Information with the Carrying Broker, and that, subject to the terms and conditions this Member Agreement, ShareGro and the Carrying Broker rely on such Member 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 ShareGro and the Carrying Broker are permitted to provide you with services under applicable United States economic sanctions against various countries, individuals and organization.

You represent and warrant to ShareGro and the Carrying Broker that all Member 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 Member Information you provided ShareGro and the Carrying Broker that is no longer accurate promptly using the ShareGro Website. You agree to indemnify and hold ShareGro, the Carrying Broker 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 Member Information or to update Member Information.

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 ShareGro as the joint owner of your Funding Source. You agree and acknowledge that there may be no more than one active external Funding Source linked to each Portfolio Account at any time.

Support

If you have any questions or concerns regarding this Agreement or the App, please contact our support team at [e-mail] or use our Support Portal.

Email	[e-mail]
Web	www.ShareGro.com
Regular Mail:	ShareGro Inc. 600 Round Rock W Dr Suite #701 Round Rock, TX 78681

Changes to Terms

ShareGro may update this Agreement at any time, and changes will be effective upon posting. You are responsible for reviewing

Electronic Signature

Under the Electronic Signatures in Global and National Commerce Act (e-Signature), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when:

• Member’s electronic signature is associated with the Agreement and related documents
• Member consents and intends to be bound by the Agreement and related documents
• the Agreement is delivered and provided in an electronic record (sharegro.com) capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record)

By using the application, you acknowledge and agree to electronically sign documents and agreements related to your investment account with ShareGro using the Advisor's electronic signature system.

Scope of Consent

You consent to electronically sign the following types of documents and agreements through the App:

• Account opening documents and agreements.
• Investment advisory agreements.
• Disclosures and notices required by regulatory authorities.
• Trade confirmations and account statements.
• Any other documents or agreements necessary for the management of your investment account.

Method of Electronic Signature

Your electronic signature may be captured using the secure electronic signature system integrated into the App. This may involve typing your name, selecting a checkbox, or using other means of electronic authentication.

Withdrawal of Consent

You may withdraw your consent to electronically sign documents by contacting ShareGro in writing. However, this may impact your ability to access and manage your investment account electronically.

Record Retention

ShareGro will retain copies of electronically signed documents for your records. 

Communication

By using the App, you agree to receive electronic communications, including documents and notifications, related to your investment account via the email address provided to ShareGro.

Reliance on Electronic Signatures

ShareGro and its affiliated parties may rely on your electronic signature as evidence of your consent and agreement.

Governing Law

This Electronic Signature Consent Agreement shall be governed by and construed in accordance with the laws. By using the App, you confirm that you have read, understood, and agreed to the terms and conditions outlined herein.When accepted in electronic form, this Agreement and all related electronic documents shall be governed by the provisions of e-Signature. By pressing "Submit", "Accept" or "Agree", Member, as the case may be, agrees:

• • that the Agreement and related documents shall be effective by electronic means
  • to be bound by the terms and conditions of this Agreement and related documents
  • that it has had the ability to print or otherwise store the Agreement and related documents

Acceptance

By selecting the terms box, this will confirm that you have read and agree to the Member Agreement, Terms of Service, Privacy Policies and Electronic Signature Consent. BY CLICKING/CHECKING "I AGREE" IN THE MOBILE APP, I AGREE TO ENTER INTO THIS MEMBER AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.