Referral Agreement

June 2020

By participating in the Acorns Referral Program, you are agreeing to the following:

1. Definitions

When the following capitalized terms are used above or below in this Agreement, the following definitions apply:

Act means the Investment Advisers Act of 1940, as amended. The Act is in the U.S. Code at 15 U.S.C. §§80b-1.

Application has the same meaning in this Agreement as it does in the Program Agreement.

Brochure means the Wrap Fee Program Brochure that Acorns files with the SEC on Part 2A of Form ADV.

Carrying Broker has the same meaning in this Agreement as it does in the Program Agreement.

Disclosure means the disclosure screen Potential New Clients will see after being referred by a Referring Client and before opening an Acorns Portfolio Account.

ETF Shares have the same meaning in this Agreement as they do in the Program Agreement.

Portfolio Account has the same meaning in this Agreement as it does in the Program Agreement.

Potential New Client means an individual (i) whom a Referring Client, using social media or other functionality provided by Acorns in connection with a Referral, invites to become a new Acorns subscriber and open an Acorns Portfolio Account and (ii) who has never subscribed to any Acorns products or services or opened an Acorns Portfolio Account before being invited by the Referring Client.

Program Agreement means the Acorns Program Agreement, including the Investment Advisory Agreement and other attachments to the Acorns Program Agreement.

Referred Client means a Potential New Client who has (i) entered into the Investment Advisory Agreement that is Attachment A to the Program Agreement and (ii) been accepted (and not rejected) by the Carrying Broker as a customer.

Referral means the invitation of a Potential New Client to become an Acorns subscriber and open an Acorns Portfolio Account by a Referring Client using the links Acorns provides in the Application for Referrals.

Referring Client means an investment advisory client of Acorns who has entered into the Investment Advisory Agreement that is Attachment A to the Program Agreement and decides to make Referrals. In addition, this agreement uses the terms “you,” “your” or “yours” to mean a Referring Client.

Reward Amount means the referral incentive amount as indicated in the relevant referral promotion.

Reward Date means the date when Acorns credits Reward Shares earned by a Referring Client in accordance with the terms and conditions of this Agreement to the Referring Client’s Acorns Portfolio Account.  Such date will be on or after the date that both the Referring Client and Referred Client meet the eligibility criteria of the applicable referral promotion.

Reward Shares has the same meaning in this Agreement as it does in the Program Agreement.

Rules means the SEC’s rules under the Act. The SEC’s rules under the Act are in the Code of Federal Regulations at 17 C.F.R. Part 275.

Selected Portfolio has the same meaning in this Agreement as it does in the Program Agreement.

The Acorns referral program is open to all United States legal residents or citizens that currently reside in the United States. Exceptions are made for active Armed Services personnel that maintain a U.S. address and are temporarily overseas in connection with their service.

Acorns Advisers, LLC (“Acorns”) is an investment adviser registered with the U.S. Securities and Exchange Commission. Referring Client means an investment advisory client of Acorns who has entered into the Investment Advisory Agreement that is Attachment A to the Program Agreement and decides to make referrals. 

This Agreement is by and among Acorns and each Referring Client subject to the terms and conditions of this Agreement.

By participating in the Acorns Referral Program, you acknowledge and agree that you are a Referring Client and that you will have the rights of a Referring Client under this Agreement and be bound by the terms and conditions of this Agreement, including without limitation all of a Referring Client’s obligations, duties, covenants, undertakings, representations and warranties below. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 9.

2. Reward Shares for Referrals

Acorns will credit your Acorns Invest Account with Reward Shares only after the Referring Client and the Referred Client have met all eligibility criteria under the terms and conditions for the applicable referral promotion, which will vary by promotion.  After each Referred Client (1) opens an Acorns Portfolio Account type specified by the applicable referral promotion, (2) deposits an initial  investment amount of at least $5 in such account,  (3) maintains the ETF Shares purchased by Acorns on your behalf with the initial investment  for at least  30 days and (4) if applicable, maintains the type of paid subscription with Acorns for the number of billing period specified by the applicable referral promotion, Acorns will credit your Acorns Invest Account with the amounts and types of Reward Shares that correspond to your Selected Portfolio and are collectively worth the Reward Amount at the time shares are purchased on the Reward Date. You acknowledge and agree that, notwithstanding anything else in this Agreement or the Program Agreement, you shall not be entitled to any Reward Shares for a Referral (i) unless and until the Potential New Client is accepted as a Referred Client; (ii) unless and until the Referred Client invests the minimum amount of $5 and maintains the purchased  ETF Shares in his or her Acorns Portfolio  Account for at least 30 days; (iii) unless and until the Referred Client remains a subscriber at the subscription tier for the number of billing cycles if specified in the applicable referral promotion, (iv) if Acorns determines at its sole discretion that you have breached any term, condition, obligation, duty, covenant, undertaking, representation or warranty in this Agreement (see Section 3 below on Compliance; and (v) unless you invite a client using the links Acorns provides in the Application for Referrals. In addition, if the applicable referral promotion also requires that you make an initial investment in an Acorns Portfolio Account and/or subscribe to a certain Acorns subscription plan for a minimum amount of billing cycles, Acorns will not credit your Acorns Invest Account with the Reward Shares unless and until you have also met such requirements. Acorns, at its sole discretion, may make available certain promotions with different Reward Amounts to other Acorns users or prospective users. These promotions, unless offered to you, shall have no bearing whatsoever on your Agreement or relationship with Acorns.

3. Compliance

In connection with your participating in the Referral Program, you agree to the restrictions listed below.

1. No spam - You agree that you will not “spam” anyone with Referrals to join Acorns either by mass emailing, use of automated systems, bots or automatic dialers, and to not post Referral links on websites or event or venue pages without express consent from the owner. You agree to not engage in any device or scheme that results in “spam.”

2. No misrepresentations - You agree that you will not attempt to mislead anyone in connection with the Referral Program. This includes, but is not limited to, creating fake accounts, profiles, links or messages.

3. No prohibited content - You agree that you will not use any defamatory, offensive, abusive or obscene content in connection with Acorns. This includes, but is not limited to, content that violates someone else’s privacy or harassing content.

4. No fraudulent activity - You agree not defraud or abuse, or attempt to defraud or abuse, anyone in connection with the Referral Program. You agree to not engage in any activity that may be fraudulent, deceptive or manipulative.

5. No misuse of Acorns’s content - You agree not to sell Acorns Referral links or create websites, email addresses or social media with Acorns’s name, images or content without Acorns’s express consent. Acorns’s content is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject Acorns or any of Acorns’s products or services to any authorization, registration, licensing or notification requirements within any jurisdictions outside those jurisdictions in which Acorns and its affiliates are licensed to operate.

 

Violation of any of these restrictions may result in termination of your eligibility to participate in the Referral Program and may deny you any Referrals earned in violation or suspected violation of these restrictions at Acorns’s sole discretion.

4. Disclosure

You acknowledge and agree that, before Acorns presents a Potential New Client invited by you with the opportunity to enter into the Program Agreement, the Potential New Client will be shown the Disclosure, which shall contain the following information:

● your name (must include your legal name, and not a screen name/alias, phone number or email address, for example);

● Acorns’s full legal name, i.e., Acorns Advisers, LLC;

● the nature of your relationship with Acorns as a Referring Client under this Agreement;

● a statement that you may be compensated for inviting the Potential New Client;

● the terms of our compensation arrangement with you under this Agreement; and

● the fact that the Referred Client will not be charged any amount for the cost of any Reward Shares we credit to your Acorns Invest Account, or other Acorns Portfolio Account if applicable, or any differential in advisory fees attributable to the existence of Acorns’s arrangement with you under this Agreement.

You also acknowledge and agree that the Potential New Client will be required to provide an acknowledgement that the Potential New Client has received the Disclosure.

5. Brochure

You acknowledge and agree that, before Acorns presents a Potential New Client invited by you with the opportunity to enter into the Program Agreement, the Potential New Client will be presented with a link to the most recently filed version of the Brochure and required to provide an acknowledgement that the Potential New Client has received the Brochure.

6. Acorns’s Registration

Acorns represents and warrants to you that it is registered with the SEC under the Act as an investment adviser.

7. Legal and Regulatory History

You represent and warrant to Acorns that you are not a person: (A) subject to an SEC order issued under section 203(f) of the Act, or (B) convicted within the previous ten years of any felony or misdemeanor involving conduct described in section 203(e)(2)(A) through (D) of the Act, or (C) who has been found by the SEC to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of section 203(e) of the Act, or (D) is subject to an order, judgment or decree described in section 203(e)(4) of the Act.

8. Relationship to Program Agreement

You acknowledge and agree that all Reward Shares credited to you under this Agreement for Referrals are subject to the terms and conditions of the Program Agreement relating to Reward Shares. To the limited extent the express terms and conditions of this Agreement and those of the Program Agreement directly conflict, this Agreement shall govern.

9. Dispute Resolution, including Pre-Dispute Arbitration Clause

The arbitration provisions in Section 11.3 of the Program Agreement, which you, as a Referring Client, have already entered into, shall apply to this Agreement to the same extent as they apply to the Program Agreement.

All controversies that may arise between you and Acorns or between you and the Carrying Broker 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, the other Agreements, or any other agreement between you and Acorns or the Carrying Broker, 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”). You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Program Agreement except to the extent stated herein.

10. Termination

You may terminate this Agreement at any time by notifying Acorns in writing at support@acorns.com that you no longer desire to make Referrals or to receive Reward Shares for Referrals. Upon termination you will no longer be a Referring Client. Acorns may terminate this Agreement at any time by notifying you at the email you have provided to Acorns for your  Acorns Portfolio Account(s). If Acorns terminates this Agreement and you have not breached this Agreement, Acorns will credit your Account with any Reward Shares you have earned from Referrals in which the Referred Client has, before we notified you that we terminated this Agreement with you, maintained the ETF Shares in the Referred Client’s Acorns Portfolio Account from his or her initial $5 investment for at least 30 days.

11. Miscellaneous

The provisions in Section 11 of the Program Agreement, which you, as a Referring Client, have already entered into, shall apply to this Agreement to the same extent as they apply to the Program Agreement.

By participating in the Acorns Referral Program, you undertake to perform your duties under this Agreement in a manner consistent with this Agreement, any and all of Acorns’s instructions to you and the provisions of the Act and the Rules. You agree to seek guidance promptly from Acorns if you are in doubt about what the Act or the Rules allow or do not allow you to say or do in connection with Referrals.