Legal
Harness Agreement
What this is: This agreement explains the services we provide in introducing you to third-party investment managers through our web platform and how our relationship with those managers work.
Please note, this agreement does NOT commit you to working with any manager on our platform.
Investment Advisory Agreement
This Investment Advisory Agreement (the “Agreement”) is entered into between you (“Client”) and Harness Wealth Advisers, LLC (“Harness Wealth”) and is effective upon the Harness Wealth’s acceptance and performance of the services described in this Agreement. The Harness Wealth and Client agree as follows:
1. Services
Harness Wealth provides its advisory services (“Services”) via a web-based platform (“Platform”) which provides Client with recommendations for one or more third party investment managers (“Advisor”) to, if retained by the Client, manage investments and/ or provide financial planning for such Client. Recommendations by Harness Wealth for one or more Advisors will be based on financial objectives and other information provided by Client on the Platform to Harness Wealth (“Client Financial Information”). Client is solely responsible for choosing to retain Advisors, execution of agreements and documents required by the Advisor to provide advisory services, establishing custody accounts and providing such financial and suitability information to such Advisor to implement Client’s investment objectives and financial goals. The Services provided by Harness Wealth are consultative and once Harness Wealth provides a recommendation of Advisors to Client, no further advisory services are performed. Harness Wealth will not provide any ongoing monitoring or investment advice to Client after the initial Advisor recommendation.
Client agrees that Financial Information and any other information relating to accounts of Clients, or accounts under the Client’s control, managed by Advisor or its affiliates will be shared between Harness Wealth and Advisor (“Shared Information”) and Client authorizes and consents to such sharing. Client agrees that the provision of Shared Information to Harness Wealth shall not constitute an obligation of Harness Wealth to monitor Advisor or the investment advisory services it provides to Client and provide updated recommendations of Advisors to Client. Client agrees that the Services are the sole investment advisory services provided by Harness Wealth and its affiliates and that other services, including without limitation, tax, legal referral or other services are provided by non-investment advisory affiliates of Harness Wealth and outside the scope of the investment advisory services provided by Harness Wealth. Client acknowledges that Advisors referred by Harness Wealth are limited to those third-party managers who agree to pay a portion of their compensation to Harness Wealth.
2. Fees; Expenses
Harness Wealth is compensated directly from Advisors and does not charge a separate advisory fee to Clients. Client acknowledges receipt of a disclosure document outlining this form of compensation (“Promoter’s Disclosure”) and receipt of Harness Wealth’s Form ADV Part 2A Brochure and Form CRS which also discloses such method of compensation, including potential conflicts related to such fees sharing arrangements, and Harness Wealth’s Privacy Policy Notice. If Client enters into an advisory agreement with an Advisor, Client will be responsible for paying any advisory fee charged by that Advisor. Client agrees that any brokerage, custodial or other fees, expenses, taxes or other costs or liabilities incurred in connection with services provided by an Advisor are solely the responsibility of Client and Harness Wealth will not be responsible for any such amounts.
Promoter’s Disclosure
How we are compensated.
Form CRS
Client Relationship Summary.
Privacy Policy
How we handle your data.
3. No Custody
Client acknowledges that Advisor services will require the establishment of one or more accounts with a broker-dealer or other custodian. Harness Wealth shall have no custody of Client funds or securities or responsibility for any custodian retained by Client or recommended by any Advisor.
4. Risk of Loss
Client acknowledges that investments are subject to various risks, including market, currency, economic, political and business risks, and that investments are subject to risk of loss, which may be substantial. Client understands that Harness Wealth does not guarantee the performance of any Advisor recommended by Harness Wealth or any particular investment, strategy or advice provided by any Advisor. Client agrees that Harness Wealth does not review, supervise, or monitor the investment advisory services that Advisors provide to Clients.
5. Limitation on Liability
Except as otherwise provided by law and so long as Harness Wealth acts in good faith and in a manner consistent with applicable law and Harness Wealth’s fiduciary duty to Client, Client agrees that Harness Wealth, its officers and employees, and its affiliates shall not be liable to Client or any affiliate of Client for any losses arising out of or relating to the acts or omissions of any Advisor, custodian, or other third-party providing services to Client.
Without limiting the generality of the foregoing, Harness Wealth, its officers and employees, and its affiliates, shall not be liable for any indirect, special, incidental or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable). The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing in this Agreement will waive or limit Harness Wealth’s fiduciary duty or any rights that Client may have under those laws.
6. Limitation on Nature/Jurisdiction of Clients
The Services are offered solely to natural persons resident in the United States. Accordingly, Client represents and warrants to the Harness Wealth that such person is a natural person resident in the United States. Harness Wealth does not offer its services to other persons, including those persons resident outside of the United States.
7. Termination
Client or Harness Wealth may terminate this Agreement at any time by notice through the Platform. If prior notification is not received, this Agreement terminates 1 day after an Advisor match is provided in order to allow sufficient time for rematching to Advisors based on the Client’s needs. Client acknowledges that Harness Wealth will generally continue to be paid fees from the Advisors so long as Client, or accounts under the Client’s control, use Advisors’ services and regardless of whether this Agreement is terminated.
8. Amendment; Waiver
This Agreement may be amended by Harness Wealth through notification to Client through the Platform and upon 30 days’ notice. Any such amendment does not require any Client approval and will take effect automatically upon such 30 days’ notice. Except as provided above in this Section 8, no amendment is effective unless signed by both Harness Wealth and Client. Failure of Harness Wealth to enforce any term, condition or remedy in this Agreement shall not constitute a waiver of its future rights.
9. Client Representations
Client represents and warrants to Harness Wealth that all information provided to Harness Wealth, including Financial Information, is true and correct and that Client has full capacity and authority to enter into and perform this Agreement and any agreements entered into with Advisors. Client represents and warrants that Client is not subject to the Employee Retirement Income Security Act of 1974, as amended, or other regulation that may impact the provision of Harness Wealth’s Services. Client is not subject to any restrictions under anti-money laundering or similar obligations.
10. Assignment
The Harness Wealth may not make any assignment (within the meaning of the Investment Advisers Act of 1940) without consent of the Client. Consent of the Client may be obtained by the Harness Wealth providing at least 30 days’ notice to Client. If Client does not respond within such 30 days’ notice, Harness Wealth may treat such non-response as consent. Client may not assign this Agreement without consent of the Harness Wealth.
11. Terms of Service; Arbitration
Client agrees that, except in the case of express conflict with this Agreement or the Investment Advisers Act of 1940 of other securities laws, the Terms of Service for the Platform and other services are agreed to by Client as part of this Agreement, including an agreement to arbitrate and other agreements related to your legal rights, remedies and obligations. Both Harness Wealth and Client agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association (“AAA”), provided that the AAA accepts jurisdiction. Client acknowledges that the agreement to arbitrate affects Client’s rights, including the ability to have claims heard by a jury or court.
12. Entire Agreement; Severability
If any provision of this Agreement is deemed invalid or illegal by an appropriate authority or body, the existing provisions shall continue to apply. This Agreement, including the Terms of Service for the Platform, constitutes the entire agreement between the parties and each party hereto acknowledges to the other that it is not relying on any statement, understanding or agreement not fully stated herein and each party hereby expressly waives any and all claims or defenses to enforcement of this Agreement which are based on any statement, understanding or agreement not fully stated herein. This Agreement supersedes and replaces any prior agreement between the parties.
13. Governing Law
This Agreement shall be governed by, construed, and interpreted in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
14. Electronic Delivery
Client expressly consents to receive documents electronically, either via e-mail or through the Platform. Such documents may include but are not limited to disclosure information and any other documents or information. Client may revoke this consent to electronic delivery at any time by notifying Harness Wealth.
By clicking “Choose Advisors” or any other similarly phrased button on the Platform, Client agrees to the terms of this Agreement. This Agreement is legally binding on Client as if Client had signed it manually. Client agrees that it will not contest the legally binding nature, validity or enforceability of this Agreement because Client accepted its terms electronically.
15. Notices and Communications
Except where a different form of notice is specifically provided for in this Agreement, any notices or communication required or permitted under this Agreement shall be in writing and shall be sufficient in all respects if (i) sent via U.S. mail, or (ii) sent through access to the Platform and/or electronic communications, or (iii) sent by electronic mail to the address provided to Harness Wealth by Client. Client understands and agrees that the primary method of Harness Wealth’s communications with Client in connection with the Services, including delivery of required regulatory disclosures, will be by posting information or otherwise communicating through the Platform, and that Client may not always receive a separate notice that new information has been posted to the Platform. Client therefore agrees to check the Platform regularly.