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
322805321.1those 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.
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.