Referral Agreement

Referral Agreement

August 30, 2024

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. Please review Referral Promotion Terms for additional terms applicable to each promotion.

This Agreement is by and among Acorns Advisers, LLC, an investment adviser registered with the U.S. Securities and Exchange Commission, and each Referring Client, and is 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 and responsibilities 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 AN ARBITRATION CLAUSE IN SECTION 9 AND A REPRESENTATION THAT YOU ARE NOT AN INELIGIBLE PERSON AS DEFINED BY SEC RULE 206(4)-1(e)(4) IN SECTION 6.

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:

Acorns Advisers means Acorns Advisers, LLC, an investment adviser registered with the U.S. Securities and Exchange Commission.

Acorns Grow means Acorns Grow, Inc.

Acorns Securities means Acorns Securities, LLC, a Broker Dealer registered with the U.S. Securities and Exchange Commission and member FINRA/SIPC. 

Acorns User or User means an individual who has an Acorns User Account with Acorns Grow that allows the User access to the overall account services and Platform, as applicable to the User’s Subscription Plan, and whose account is in Good Standing.

Act means The Investment Advisers Act of 1940, as amended. 

Brochure means the Wrap Fee Program Brochure that Acorns Advisers files with the SEC as Part 2A, Appendix 1 of Form ADV. If there is any issue with the link to the Brochure, it can also be found at adviserinfo.sec.gov. 

Disclosure means the disclosure information and/or documents Potential New Clients will see after being referred by a Referring Client and before opening an Acorns Invest Account.

Good Standing means an account with a verified linked funding source for which all account opening documentation has been completed and verified, and the account is not locked, suspended, or otherwise restricted in any way., in the Acorns Parties’ sole discretion. 

Ineligible Person means an individual who is subject to a disqualifying SEC action or is subject to any disqualifying event, as defined by SEC Rule 206(4)-1(e)(4) and Section 6 of this Agreement.

Potential New Client means an individual (i) whom a Referring Client, using a custom referral link generated by Acorns Advisers, invites to become a first-time Acorns User and open an Acorns Invest Account and (ii) who has never previously been an Acorns User, subscribed to or begun the sign-up process for the Acorns Platform, and/or opened any Acorns Account. A Potential New Client must be a United States legal resident or citizen that currently resides in the United States, or an active Armed Service personnel that maintains a U.S. address and is temporarily overseas in connection with his or her service.

Program Agreement means the Acorns Program Agreement, including all supplements attached thereto.

Referred Client means a Potential New Client who has (i) entered into the Program Agreement, including all relevant Supplements thereto; and (ii) been accepted (and not rejected) by Acorns Grow as an Acorns User and Acorns Advisers as an Acorns Invest Accountholder.

Referral means an invitation by a Referring Client to a Potential New Client to become an Acorns User and open an Acorns Invest Account, which may be done only using the custom referral link(s) generated by Acorns Advisers within the Acorns Application.

Referral Promotion means the terms, conditions, and eligibility requirements applicable to each individual promotion offered pursuant to this Referral Agreement, the terms of which are available at www.acorns.com/ref-terms/. 

Referring Client means an Acorns User with an open and active Acorns Invest Account in Good Standing who makes a Referral to a Referred Client. In addition, this Agreement may use the terms “you,” “your” or “yours” to mean a Referring Client.

Reward Amount means the total Reward Share(s) referral incentive investment amount applicable to the relevant Referral Promotion.

Reward Date means the date when Acorns Advisers credits Reward Shares to the Referring Client’s Acorns Invest Account in an amount equal to the Reward Amount earned by a Referring Client in accordance with the terms and conditions of the applicable Referral Promotion and this Agreement. The Reward Date is typically within 30-45 days of both the Referring Client and Referred Client meeting the eligibility criteria of the applicable Referral Promotion, but may be delayed in Acorns Advisers’ sole discretion if, by way of example and not limitation, Acorns Advisers determines or suspects that there are indications of fraud, unauthorized activity, and/or a violation of this Agreement, the Referral Promotion, and/or the Program Agreement.

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

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

All capitalized terms used but not otherwise defined herein have the same meaning as in the Program Agreement. 

2. Reward Shares for Referrals

Acorns Advisers will credit your Acorns Invest Account with Reward Shares only after each of the Referring Client and the Referred Client have met all eligibility criteria under the terms and conditions of the applicable Referral Promotion, which will vary by promotion. After each Referred Client (1) opens an Acorns Invest Account; (2) deposits in such account the initial investment amount(s) as described in the applicable Referral Promotion; (3) if applicable, maintains the securities purchased by Acorns Advisers on the Referred Client’s behalf with the initial investment for the period set forth in the terms of the relevant Referral Promotion; (4) if applicable, maintains a Subscription Plan with Acorns Grow for the number of billing period specified by the applicable Referral Promotion; and (5) meets any other eligibility requirement set forth in the applicable Referral Promotion, Acorns Advisers 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 unless and until (i) the Potential New Client is accepted as a Referred Client; (ii) the Referred Client invests the minimum amount required by the Referral Promotion, and if none is specified, $5;  (iii) if applicable, the Referred Client maintains the purchased securities in his or her Acorns Invest Account for the period set forth in the terms of the Referral Promotion; (iv) both you and the Referred Client each maintain your accounts in Good Standing up to, and including, the date of purchase of Reward Shares and any applicable holding period provided for in the applicable Referral Promotion; (v) both you and the Referred Client remain an Acorns User for the number of billing cycles if specified in the Referral Promotion; and (vi) you invite the Potential New Client using the link(s) Acorns Advisers provides to you in the Application for Referrals. In addition, if the applicable Referral Promotion requires you to make an initial investment in an Acorns Invest Account and/or subscribe as an Acorns User for a minimum amount of Subscription Fee billing cycles, Acorns Advisers may not credit your Acorns Invest Account with the Reward Shares unless and until you have also met such requirements. Acorns Advisers, in its sole discretion, may make available certain promotions with different Reward Amounts or other terms to other Acorns Users or prospective users. To be eligible to participate in the Referral Program, your Acorns User Account, including all applicable Acorns Managed Accounts and Checking Accounts, must at all times relevant to the Referral Program and in the sole discretion of the Acorns Parties, remain in Good Standing. In the event the Acorns Parties determine at any time and in their sole discretion that there may have been unauthorized or fraudulent activity related to any account; a violation of the Program Agreement, this Agreement, or the applicable Referral Promotion; and/or that an account is otherwise not in Good Standing, whether or not in connection with the Referral Program, Acorns Advisers, by and through any of its agents, reserves the right to (i) decline to grant any Reward Amount; and/or (ii) withhold, rescind, delay, liquidate, recapture, and/or claw back any Reward Amount already provided and any security or related dollar proceeds derived from such Reward Amount(s). 

3.  Eligibility

Acorns Advisers in its sole discretion may set the eligibility criteria for participation in all Referral Promotions made available in the Referral Program. This means that, if you do not meet the criteria determined by Acorns Advisers in its sole discretion, you may not be able to participate in a Referral Program or otherwise be eligible for Reward Shares.

4. Compliance

In connection with your participation in the Referral Program, you acknowledge and agree to all of the restrictions listed below.

4.1. No spam - You agree that you will not “spam” anyone, or the general public, with Referrals to join the Acorns Platform or become an Acorns User either by mass emailing, purchase or place advertisements, use of automated systems, bots or automatic dialers, and to not post Referral links on websites or event or venue pages without the express consent of Acorns Advisers and the owner of the website, if applicable. You agree to not engage in any device or scheme that results in “spam.”

4.2. No misrepresentations - You agree that you will not attempt to mislead anyone in connection with the Referral Program. Further, you are expressly prohibited from implying any personal connection with Acorns Advisers, other than as a client. 

4.3. No kickbacks or incentives - You agree that you will not personally offer any incentives, monetary or otherwise, to Referred Clients in return for their participation in the program. 

4.4. No modifications - You agree that you will not attempt to modify or obscure your referral link. This includes, but is not limited to, creating advertisements, hyperlinks, or otherwise publishing your referral link in a manner that is not in the exact format Acorns Advisers provides without the express consent of Acorns Advisers. 

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

4.6. No fraudulent activity - You agree not to defraud or abuse, or attempt to defraud or abuse, or engage in deceptive or manipulative practices toward the Acorns Parties or any other business or individual in connection with the Referral Program. You agree not to engage in any activity that the Acorns Parties deem to be fraud or abuse, or any attempt to defraud or abuse, or to engage in deceptive or manipulative practices toward the Acorns Parties or any other business or individual in connection with the Referral Program. You further agree that you will not use the personal information of any person in order to open an account in that person’s name. This includes, but is not limited to, creating fake accounts, profiles, links or messages.

4.7. No misuse of Acorns' content - Acorns Advisers' provision of the referral link to you does not grant you a license to use any other materials or intellectual property of any of the Acorns Parties. You agree not to sell Acorns Referral links or create websites, email addresses or social media with the Acorns' name, logo, images or content without Acorns Advisers' express written consent. None of the Acorns Parties' content is 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 the Acorns Parties or any of Acorns Platform's products or services to any authorization, registration, licensing or notification requirements within any jurisdictions outside those jurisdictions in which the applicable Acorns Party(ies) are licensed to operate.

Your compliance with the above restrictions, at all times, is required to participate in and benefit from the Referral Program. Acorns Advisers reserves the right to terminate or suspend your participation in the Referral Program or receipt of rewards from the Referral Program in the event that Acorns Advisers makes the determination that you violated any of these restrictions. Further, in the event that Acorns Advisers determines that you violated the terms of this Agreement, Acorns reserves the right to seek the return of, delay, and/or to clawback any Reward Shares credited to your account as the result of the violative behavior.

5. Disclosure

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

• Acorns' full legal name, i.e., Acorns Advisers, LLC;
• The nature of your relationship with Acorns Advisers 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 any differential in advisory fees attributable to the existence of Acorns Advisers’ arrangement with you under this Agreement.

6.  Legal Representations

You hereby represent and agree that: (a) you are not an “Ineligible Person.” An Ineligible Person means an individual who is subject to a disqualifying SEC action (See Section 6.1, below) or is subject to any disqualifying event, as defined by SEC Rule 206(4)-1(e)(4) (see Section 6.2, below); AND (b) that Acorns Advisers may, at its discretion, conduct an appropriate inquiry (which may include a background check or search of public records) in order to verify that you are not an Ineligible Person.

6.1  Disqualifying Action

A disqualifying SEC action means an SEC opinion or order barring, suspending, or prohibiting the person from acting in any capacity under the Federal securities laws. 

6.2.  Disqualifying Event

Disqualifying event is any of the following events that occurred within ten years prior to the person providing a referral to a Potential New Client:

i. A conviction by a court of competent jurisdiction within the United States of any felony or misdemeanor involving conduct described in paragraph (2)(A) through (D) of Section 203(e) of the Act;

ii. A conviction by a court of competent jurisdiction within the United States of engaging in any of the conduct specified in paragraphs (1), (5), or (6) of Section 203(e) of the Act;

iii. The entry of any final order by any entity described in paragraph (9) of Section 203(e) of the Act, or by the U.S. Commodity Futures Trading Commission or a self-regulatory organization (as defined in the Form ADV Glossary of Terms), of the type described in paragraph (9) of Section 203(e) of the Act;

iv. The entry of an order, judgment, or decree described in paragraph (4) of Section 203(e) of the Act, and still in effect, by any court of competent jurisdiction within the United States; and

v. An SEC order that a person cease and desist from committing or causing a violation or future violation of:

a. Any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act (15 U.S.C. 77q(a)(1)), Section 10(b) of the Exchange Act (15 U.S.C. 78j(b)) and § 240.10b-5 of the Exchange Act, Section 15(c)(1) of the Exchange Act (15 U.S.C. 78o(c)(1)), and Section 206(1) of the Advisers Act (15U.S.C. 80b-6(1)), or any other rule or regulation thereunder; or

b. Section 5 of the Securities Act (15 U.S.C. 77e);

vi. A disqualifying event does not include an event described in paragraphs (i) through (v) above with respect to a person that is also subject to:

a. An order pursuant to Section 9(c) of the Investment Company Act of 1940 (15 U.S.C. 80a-9) with respect to such event; or

b. An SEC opinion or order with respect to such event that is not a disqualifying Commission action; provided that for each applicable type of order or opinion described in (vi)(a) and (b):

i. The person is in compliance with the terms of the order or opinion, including, but not limited to, the payment of

disgorgement, prejudgment interest, civil or administrative penalties, and fines; and

ii. For a period of ten years following the date of each order or opinion, the advertisement containing the testimonial or endorsement must include a statement that the person providing the testimonial or endorsement is subject to an SEC order or opinion regarding one or more disciplinary action(s) and include the order or opinion or a link to the order or opinion on the SEC’s website.

You further represent that you (a) do not maintain an office where you regularly provide investment advisory services, solicit, meet with, or otherwise communicate with clients, or any other location that is held out to the general public as a location at which you provide investment advisory services, solicit, meet with, or otherwise communicate with clients in any U.S. state; (b) are not an associated person of a broker-dealer or investment adviser or otherwise subject to Financial Industry Regulatory Authority Rule 3210; and (c) do not work for any person or organization that would otherwise limit your ability to participate in referring clients to an investment adviser. 

If you cannot accurately make the preceding representations, you may not participate in the Referral Program. If you are currently participating in the Referral Program and the preceding representation becomes inaccurate, you agree to immediately inform Acorns Advisers by contacting us at compliance@acorns.com. Acorns Advisers reserves the right to terminate your participation in the Referral Program and to withhold and/or to clawback receipt of Reward Shares from the Referral Program in the event that Acorns Advisers independently determines that your representations were, or have become, inaccurate.  

7. Relationship to Program Agreement

You acknowledge and agree that participation in the Referral Program remains at all times subject to the terms and conditions of the Program Agreement, which you, as a Referring Client, have already entered into.

This includes, without limitation, the “Dispute Resolution” Section (which includes without limitation your mandatory arbitration agreement); the “Liability” Section (which includes limitation of liability and indemnification provisions); and the “Miscellaneous” Section of the Program Agreement. These shall apply to this Agreement to the same extent as they apply to the Program Agreement. All Reward Shares credited to you under this Agreement for Referrals are subject to the applicable 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.  Modification

Acorns Advisers may modify this Agreement from time to time in its sole discretion which will be indicated by updating the “Effective Date” located above at the beginning of this Agreement and/or by email at the email you have provided in the Application for your Acorns Account(s), or as otherwise required by law. Your continued access to or use of the Acorns Referral Program after Acorns Advisers makes any changes to this Agreement will be subject to the revised Agreement, and you will be deemed to be aware of such changes and agree that you are bound by your continued access to or participation in the Acorns Referral Program. If you do not accept any such revisions or changes, your sole and exclusive remedy is to cease participation in the Acorns Referral Program. The Acorns Referral Program may be terminated at any time with or without notice to you.

10. Termination

You may terminate this Agreement at any time by notifying Acorns Advisers 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 and will be ineligible for participation in the program, including earning referral rewards. Acorns Advisers may terminate this Agreement at any time by with or without notice.

11. Miscellaneous

By participating in the Acorns Referral Program, you undertake to perform your duties under this Agreement in a manner consistent with this Agreement, the Program Agreement, any and all of Acorns Advisers' instructions to you, and the provisions of the Act and the Rules. You agree to seek guidance promptly from Acorns Advisers 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.