Effective Date: May 15, 2023
This Client Agreement for Voura, Inc. (doing business as Voura) ("Voura"), constitutes a legally binding agreement between the Client and Voura concerning the creation and management of a Client brokerage account.
Upon initial account registration at https://voura.com or on the web or mobile application, Voura defines you as a User. Users give minimal information (phone number and email) to Voura and are able to preliminarily explore the application before becoming a Client. Upon reviewing and signing of this Agreement, Voura then defines you as a Client. Clients have certain rights and responsibilities detailed in this Agreement that Users do not have. Please read this Agreement carefully to understand the rights and responsibilities ascribed to you as a Client of Voura.
TABLE OF CONTENTS
- ADVISORY SERVICES
- REGISTRATION AND JURISDICTION
- GOVERNING LAW
- ACCOUNT MANAGEMENT
- FEES AND COMMISSIONS
- TERMINATION OF SERVICE
- DEATH AND DISABILITY
- CHANGE OF CONTROL
- CONFLICTS OF INTEREST
- PROXY VOTING AND TAX CONSIDERATIONS
- CLIENT REPRESENTATIONS
- CONFIDENTIALITY AND PRIVACY
- DATA STORAGE
- CONSENT TO ELECTRONIC DELIVERY OF ACCOUNT DOCUMENTS
- CONSENT TO USE OF ELECTRONIC SIGNATURES
- MODIFICATIONS AND AMENDMENTS
- ENTIRE AGREEMENT
- LEGAL ADVICE
1. ADVISORY SERVICES
Voura will provide the Client with investment advisory services based on information collected in the onboarding process in the Voura application. This information includes but is not limited to:
- Investment objectives
- Liquid net worth
- Risk tolerance
- Personal interests
- Employment information
- Current market conditions
Using a proprietary algorithm, Voura will use this information to select an optimally weighted portfolio of ETFs, mutual funds, and cash reserves for the Client's personal financial needs. Voura will then automatically allocate the Client's deposited funds into the associated portfolio, requiring no self-directed trading by the Client. As the Client continues to deposit funds over time, Voura will automatically rebalance the Client's account to match the recommended weights determined by the algorithm. The Client understands that Voura's selected Client portfolio may lose money and there is no guarantee of return. However, Voura has a fiduciary duty to the Client to manage Client funds to the best of their ability.
For more information regarding Voura's advisory services, please refer to the Form ADV and Form CRS at https://voura.com/legal.
2. REGISTRATION AND JURISDICTION
Voura is an SEC-registered investment advisor incorporated in New Castle County, Delaware and headquartered in Travis County, Texas. As an internet-only investment advisor, Voura has the ability to provide advisory services detailed above to U.S. residents in all 50 states. All Clients, including United States citizens, must be living in the United States to open an account. Upon notification of an existing Voura Client residing outside of the United States, Voura may restrict or close the Client's account.
Voura has selected DriveWealth, LLC ("DriveWealth") as the broker-dealer and custodian of all Voura brokerage accounts. DriveWealth is an SEC-registered broker-dealer and member FINRA/SIPC. All account documents, including but not limited to tax documents, trade confirmations, and account statements, will be prepared and maintained by DriveWealth. Voura directly holds no Client brokerage accounts or Client funds and solely directs the transfer of funds or securities to the Client's DriveWealth brokerage account.
4. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Texas.
5. ACCOUNT MANAGEMENT
After signing this Agreement, Voura will automatically open a brokerage account for the Client with Voura's broker-dealer DriveWealth. The Client brokerage account is a cash account that may be funded through ACH transactions. DriveWealth will perform checks on the information provided during onboarding to ensure that the Client account may be legally created. Should DriveWealth's identity checks fail, the Client will be required to provide additional documentation such as a valid driver's license, identification card, or passport to complete the account opening process.
The Client does not have the ability to select specific securities themselves and all securities transactions will be completed at the full discretion of Voura. Voura has the right to purchase or liquidate securities at any time in the Client's account for any reason including but not limited to:
- Incoming deposits
- Outgoing withdrawals
- Tax-loss harvesting
- Account rebalancing
- Fees and charges
- Account closing
- Inability to repay outstanding liabilities
- Macroeconomic changes
By signing this Agreement, the Client understands and agrees to all the implications associated with forfeiting their right to discretion over the brokerage account.
Voura has no account minimums.
6. FEES AND COMMISSIONS
Portfolio management fees
Voura charges a portfolio management fee detailed in the Wrap Fee Program Brochure. This portfolio management fee is calculated as a percentage of total assets in a Client's brokerage account and is subject to change at any time. Voura has a legal responsibility to inform the Client of any change to the fee structure or changes to any applicable regulatory documents. While it currently does not, in the future Voura may charge a membership fee or offer additional services which may charge additional fees. By signing this Agreement, the Client authorizes the withdrawal of fees from the Client's brokerage account at any time. The withdrawal of such fees will be accomplished by DriveWealth, not by Voura, and DriveWealth will remit fees directly to Voura.
Any service fees assessed by DriveWealth, or other service providers will be paid solely by the Client. A list of these fees is available at DriveWealth's website and Clients will be notified by Voura of any future changes to these fees.
Voura does not receive commissions in connection with the recommendation of any security or third-party service provider. However, Voura may receive compensation from DriveWealth on uninvested cash balances, cash sweep, and fully-paid securities lending.
7. TERMINATION OF SERVICE
Any party to this Agreement, including the Client, Voura, and DriveWealth, may terminate the contract at any time. Termination may be done through written notice mailed to Voura at 1606 Headway Cir #9006, Austin, TX 78754 or through the support team at https://voura.com/chat. Voura will immediately close the Client's brokerage account through DriveWealth, will liquidate all holdings, and process a balance withdrawal within five (5) business days. The Client acknowledges that Voura will not be responsible for tax implications or any fees or costs associated with said liquidation.
8. DEATH AND DISABILITY
The Client agrees that, on the death or disablement of the Client, the guardian, executor, attorney-in-fact, or other legally authorized representative will give written notice to Voura of such an event. Upon receipt of written notice and validation of the incapacitation of the Client, Voura may allow the representative to liquidate the Voura account or transfer the securities within the account to another advisor. Voura shall not have any liability regarding the tax consequences of such a withdrawal or transfer. In the event that the representative does not transfer the securities within the account within ninety (90) days, the account will be automatically liquidated and funds sent to the Client's linked bank account.
9. CHANGE OF CONTROL
The Client will be notified via electronic communications of any change of control of Voura and the successor advisor will promptly contact the Client with any service updates. If the Client should decide to discontinue their relationship due to a change of control, the Client shall either liquidate and close their account or transfer the securities held in their account to a new advisor. The Client acknowledges that it is their sole responsibility to take the aforementioned actions on a change of control and that neither Voura nor the successor advisor shall bear any responsibility in handling account changes without written notice.
10. CONFLICTS OF INTEREST
Voura acts as a fiduciary regarding its advisory services for the Client and will provide disclosures regarding any material conflicts of interest at the time that they become aware of them. The Client acknowledges receipt of Voura's Form ADV Part 2A which describes the roles and capacities of Voura and its representatives and discloses any conflicts that may exist.
11. PROXY VOTING AND TAX CONSIDERATIONS
Voura is not required to and will not take any action or render any advice with respect to voting of proxies regarding the issuers of securities held in the Client's account. DriveWealth's service providers will ensure the Client is forwarded all proxy voting, corporate action, or other events pertaining to their owned securities. It is the Client's sole responsibility to take action on these items.
Voura shall have no responsibility to and will not render legal or tax advice at any time. Voura will ensure the availability of tax documents in an appropriate amount of time according to regulation. The Client acknowledges that they are responsible for proper filing and handling of all tax consequences of using Voura's services.
12. CLIENT REPRESENTATIONS
By using the Services, the Client represent and warrant that:
- All registration information submitted will be true, accurate, current, and complete.
- The Client will maintain the accuracy of such information and promptly update such registration information as necessary.
- The Client has the legal capacity and agrees to comply with this Agreement in its entirety.
- The Client acknowledges that Voura cannot guarantee investment returns or achievement of financial goals.
- The Client is not a minor in the jurisdiction in which they reside.
- The Client will not access the services through automated or non-human means, whether through a bot, script or otherwise.
- The Client will not use the services for any illegal or unauthorized purpose.
- The Client's use of the services will not violate any applicable law or regulation.
If the Client provides any information that is untrue, inaccurate, not current, or incomplete, Voura has the right to suspend or terminate the Client's account and refuse any and all current or future use of Voura's services (or any portion thereof).
13. CONFIDENTIALITY AND PRIVACY
14. DATA STORAGE
According to SEC regulations and general best practices, Voura and DriveWealth will store all Client data, including but not limited to personal information, account transaction history, statements, and other documents for a period of six (6) years at minimum. The Client has the right to request and obtain copies of these data any time within the aforementioned six (6) year period. Personal data may be requested by contacting us at https://voura.com/chat.
If the Client and Voura are unable to resolve a dispute through informal negotiations, the dispute will be finally and exclusively resolved by binding arbitration. The Client understands that without this provision, the Client would have the right to sue in a court and have a jury trial. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. The Client's arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Voura or the Client. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Travis, Texas. Except as otherwise provided herein, the Client and Voura may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in New Castle, Delaware, and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.
In no event shall any dispute brought by either party related in any way to the services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
17. CONSENT TO ELECTRONIC DELIVERY OF ACCOUNT DOCUMENTS
Voura and DriveWealth require electronic delivery of documents such as tax forms, trade confirmations, and account statements. The Client consents to the receipt of all account-related documents and associated data in electronic form. The Client shall not have the ability to receive account-related information via mail and acknowledges that it is their responsibility to maintain a valid email address on file at Voura. Should the Client's email address change, the Client must update the address by either contacting support or updating their profile in the web or mobile application. The Client acknowledges that email delivery of account documents are considered delivered when Voura sends them, regardless of receipt. All emails sent from Voura to the Client are archived for our records.
18. CONSENT TO USE OF ELECTRONIC SIGNATURES
The Client consents to the use of electronic signatures in connection with any account action through DriveWealth and Voura. By agreeing to and electronically signing this Agreement, the Client acknowledges and agrees that the electronic signature is valid and binding and that the Client is legally bound to this Agreement thereafter.
19. MODIFICATIONS AND AMENDMENTS
Voura may modify or amend this Agreement at any time. The Client acknowledges that Voura does not have the responsibility to proactively notify the Client of changes to this Agreement and therefore agrees to periodically visit the Voura Legal page at https://voura.com/legal for the most current Agreement.
The electronic signature and acceptance of this Agreement is considered to be the complete, valid, binding, and enforceable record of the Agreement. The Client acknowledges that this electronic Agreement holds the same authority as printed documents in the court of law and in any administrative proceeding. The Client shall notify Voura in writing with any objections to any amendments or documents either sent proactively or updated anywhere on the Voura website or application. If the Client's objection is not received within ten (10) calendar days of the amendment, Voura shall consider this affirmative consent by the user.
20. ENTIRE AGREEMENT
This Agreement constitutes the final, complete and exclusive agreement between the parties and supersedes all prior agreements and understandings of the parties.
21. LEGAL ADVICE
The Client agrees and acknowledges that they had the ability and opportunity to seek legal advice in the consideration of this Agreement and understands and fully consents to the Agreement in its entirety.