Last Updated: August 26, 2021
Citigroup Global Markets Inc.
Citi Wealth Builder Online Platform
Terms and Conditions of Use
YOUR ACCESS OR USE OF THE SITE OR SERVICE CONSTITUTES YOUR ACCEPTANCE OF ALL OF THE PROVISIONS OF THESE TERMS. IF YOU ARE UNWILLING TO BE BOUND BY THESE TERMS, DO NOT USE THE SITE OR SERVICE.
- Citibank and its affiliates within the Citi family of companies are instructed by you to share your linked account, bank package and other personal financial information with CGMI, its affiliates and service providers for the CWB site, its tools, calculators, services, relationship pricing, related accounts and functions as described in the terms.
- You are leaving the Citibank site and entering CWB, a self-directed, online investment platform of CGMI that will link, access and use your banking and other information to create financial profiles, goals and information for your consideration.
- You consent to electronic notice and delivery of important information about new requirements for how we interact with you described in our Form Client Relationship Summary and Regulation Best Interest Disclosure Statement on our investor information web page at: https://www.citi.com/investorinfo/
- Form Client Relationship Summary (“Form CRS”) - For a brief summary of the brokerage and advisory services we offer and other important information about our business and our relationship with you, please access and review our Form CRS online at https://www.citi.com/investorinfo/
- Regulation Best Interest Disclosure Statement - Regulation Best Interest sets forth new requirements for how we make recommendations to you as your broker-dealer. For a detailed description of the brokerage services we offer and other important information about our business and our relationship with you, please access and review our Regulation Best Interest Disclosure Statement online at https://www.citi.com/investorinfo/
- A CWB representative of CGMI may be assigned to monitor your online access, progress, financial information and use of the Site to offer technical or other assistance through telephone, e-mail or other digital contact. You may decline assistance at any time.
- You understand that from time to time, CGMI offers certain incentives for select clients, prospective clients, or groups thereof to enroll in the Citi Wealth Builder Program as further described in the Terms and Conditions of Use and CGMI Citi Wealth Builder Program Form ADV Part 2A (Firm Brochure.) You understand and agree that you may not be offered or receive an incentive to enroll in the Program unless CGMI expressly and directly offers the incentive to you and CGMI determines that you have met all applicable conditions.
- You acknowledge that you received a copy of the Citi Wealth Builder Online Platform Terms and Conditions of Use which contains a pre-dispute arbitration clause in the last section.
- Read the terms carefully before use.
READ THE TERMS BEFORE CONTINUING
These Terms and Conditions of Use were last modified on August 26, 2021. The following agreement containing the terms and conditions of use for the Citi Wealth Builder Online Platform (the “Terms”, or “Agreement”) is entered into by and between Citigroup Global Markets Inc.(“CGMI”, “Firm”) and the individual, corporation, or other entity that executes an electronic signature confirming his, her or its acceptance of the terms and conditions of the Agreement (such individual(s), corporation(s), or other entit(ies), (the “User.”)
The Agreement governs the User’s (“you,” “your,” “I,” “me,” “mine” or “my”) access to and use of the tools, services and information offered though this website, mobile application(s) or other electronic or digital online platforms or any other digital interface(s) that CGMI itself or in connection with its affiliates or service providers together with its and their respective affiliates, (“we,” “us” or “our,” the “Firm”) make available from time to time, or any linked pages, mobile applications or other digital interfaces owned and operated by us of CGMI’s Citi Wealth Builder site, tools, information or services (“CWB”) and the Citi Wealth Builder Program (the “Program”) (collectively, the “Site.”)
BY YOUR ELECTRONIC SIGNATURE TO THIS AGREEMENT SUCH AS CHECKING THE “I Agree to the Terms & Conditions” BOX ON THE SITE OR OTHERWISE ACKNOWLEDGING CONSENT ELECTRONICALLY AS INSTRUCTED OR INDICATED BY YOUR ACTIONS ON OR USING THE SITE (“ELECTRONIC SIGNATURE”), USER AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. USER UNDERSTANDS THAT EXECUTING AN ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS AGREEMENT. USER UNDERSTANDS THAT CGMI MAY AMEND THIS AGREEMENT AT ANY TIME BY PROVIDING NOTICE IN ELECTRONIC OR OTHER FORM TO USER AND THAT ANY AMENDMENTS WILL BE EFFECTIVE IMMEDIATELY UPON CGMI’S DELIVERY OF SUCH NOTICE INCLUDING POSTING ANY CHANGES OR AMENDMENTS ON THE SITE. AN AMENDED COPY OF THIS AGREEMENT AND/OR REVISED TERMS WILL BE POSTED ON THE SITE.
- The Site
- Coaching Service & Tracking Site and Service Use
- Digital Managed Account Application Choice
- Managed Account Online Access
- Communications — Recorded, Monitored, Used
- Financial Models
- Alerts and Site Communications
- Consent to Electronic Delivery
- Fees, Costs & Taxes
- Accuracy of Information Provided
- Privacy Notices
- Certain Risks
- Conflicts of Interest
- Duration and Termination of Agreement
- Governing Law
- Entire Agreement; Amendments
- Access, Security, Exclusive Use
- Risk Acknowledgement; Limitation of Liability
- Agreement to Arbitrate
1. The Site
- Digital Services — The Site provides certain online and related digital services for Citi Personal Wealth Management (“CPWM”) clients and others who enroll, register or otherwise access or use the CWB Site or tools, information or services offered on the Site as described herein (collectively “Service,” “Digital Services.”)
Data Transfer — Authorization to Transfer and Use Your Banking and Other Personal
Financial Information — Upon accepting this Agreement, enrolling, registering or
otherwise using the Site you instruct and authorize Citibank, N.A. (“Bank”)
and its affiliates, and it and their service providers to share your Bank account and related
information including your Banking package and linked or otherwise related checking, savings and
other account, balance and other Bank and personal financial information and such other information
or records (“Other Information”) including third party aggregated
information and access or rights to access such information of yours at or through the Bank or
otherwise (collectively “Information”) with us
for the purposes described herein each time you access, enter or use the site. Further, should you
access or use the Site’s online managed account application process for the Program such application
process will automatically prepopulate certain Information into the Site’s questionnaires, application
and other fields using your existing or selected Bank account information (such as name and address,
etc.) and such Other Information as available. You agree to carefully review all such applications
and pre-populated electronic information and forms prepared through the Site and, as available, make
all adjustments as needed before submission or other action. Any Information about you accessed,
acquired, collected, used or shared by or between Citi companies or by or through the Site or Service
as part of or related to the Site or Service becomes part of our account or other records about you
and remains available for our ongoing use subject to applicable laws, rules and regulations even if
you no longer access or use the Site or the Service.
Education — The Site and Service is designed to provide User with
educational services (the “Educational Service”), including a range of financial
information, education, sample analysis, advice and investment considerations recommendations
(“Sample Recommendations”) of defined asset allocation models (each, a
“Model”) based on User’s transferred Bank or Other Information or such other
personal and financial information supplied by User including additional personal or financial information,
stated investment objectives, investment preference and desired investment amount, and investment risk profile(s), as further described herein.
- Reliance on Your Information — In order to use the Site, User, through the application made available on the Site (the “Application”), must complete a questionnaire (as updated by User from time to time, the “Questionnaire”) designed to elicit information about User's investment risk profile, investment objectives and anticipated investment time horizon. User, through the Application, will also choose a Model that may be available based on User’s preference as indicated through the Application (“Preference”) and investment amount. The Application recommends a Model (defined above as a “Sample Recommendation”) based exclusively on User's answers to the Questionnaire, investment amount and Preference. A Model may consist of cash, cash equivalents, shares of mutual funds and/or shares of exchange—traded funds (“ETFs”). User acknowledges that if User provides false, inaccurate, or incomplete information to CGMI through the Application, or fails to update pre–populated Information or any other previously provided information that is no longer accurate or complete based on changes in User's circumstances, the Sample Recommendations provided through the Application may not match User's investment needs.
- Digital — User understands that it must complete the Questionnaire and indicate a Preference without the guidance of a CGMI financial advisor, and that the process used to generate Sample Recommendations through the Application may not elicit the same information as would a face-to-face interview with a financial advisor. CGMI may provide technical support over the telephone, internet or other electronic media as we may advise related to User’s use of the Site including that described in Coaching Service section of the Agreement but such support is educational in nature or related to the technical use of the Site or the Service including but not limited to the online Application processes, or online account administration and is not, and should not be construed as, investment advice.
- Retaining Your Information — During your use of the Educational Service your data may be retained to allow you to “revisit” the site without reentering the data for a period as we may advise for your convenience. After that period if you have not revisited the Site, your data will become unavailable to you and will have to be reentered by you should you wish to continue to use the Service. If your access to the Site is closed or such data access expires, we may retain and use your information pursuant to the confidentiality provisions set forth in this Agreement, your client agreement and other agreements with us and our privacy notices to you and as required by applicable laws, rules and regulations.
Educational in Nature; No Investment Management Services.
- The Site provides User with access to tools and analysis that may assist User in evaluating its investment goals. The Educational Service on the Site is provided free of charge and is intended to be used for User’s own educational and informational purposes only. The Educational Service does not include ongoing investment management or trading services for User’s assets, nor will CGMI place any trades on User’s behalf. User acknowledges and agrees that its use of the Educational Service shall not establish an investment advisory relationship between CGMI and User. CGMI will not provide ongoing supervision of User’s assets as part of the Educational Service.
- User is fully responsible for determining whether and when to implement any Sample Recommendations made through the Educational Service, and for making its own investment decisions. The Educational Service does not provide comprehensive financial planning and is not intended to constitute legal, financial or tax advice. CGMI is not responsible for any use User makes of the Sample Recommendations made through the Educational Service, and User is solely responsible for making its own investment decisions. The Educational Service is only one of many tools that User may use as part of a comprehensive investment analysis process. User agrees that it should not and will not rely on the Educational Service as the sole basis for its investment decisions.
- User will not be charged an advisory fee or any other fee by CGMI to use the Educational Service.
- The Educational Service is not intended to be the sole basis for User’s investment decisions. The Educational Service does not implement any transactions on User’s behalf. Should User decide to implement any of the Sample Recommendations or proposed Models, such implementation would be performed outside of the services provided on the Site such as User’s acceptance into the CWB managed account Program. User will be responsible for any fees and expenses incurred for such implementation.
2. Coaching Service & Tracking Site and Service Use.
Upon User’s enrollment or otherwise accessing or using the Site, a CPWM digital representative of CGMI may be assigned to monitor and track User’s online access, progress and use of the Site and Service including online goal, profile, allocation formation and, as applicable, Program account opening activity and progress and may contact you electronically or otherwise including by e-mail, telephone or other means including through the Site to offer assistance or service (“Digital Coach,” “Coach”) Such Coaches may be accessible to you at certain times for Site operations questions, assistance or service.
The Site may offer the User the ability to aggregate User’s other personal and financial data into the Educational Service held at non-Citibank institutions (“Aggregation”.) All such information gathered through User’s use of the Site, CGMI or its affiliates’ available Aggregation service(s) on the Site or used in its Services is not investment advice and will not be relied on or considered in relation to any other accounts or financial plans that the User might maintain with or acquire from us.
4. Digital Managed Account Application Choice.
At User’s option, the User can access certain brokerage account and investment management applications for the Program including agreements, brochures, forms and disclosures (“Program Agreements”) through the Site and Digital Service, to apply for a limited purpose, managed brokerage account for the Program as described on the Site and in such related account agreements, brochures, forms and disclosures ("Managed Account.")
5. Managed Account Online Access.
After acceptance by us, funding and implementation of such Program Agreements and related Managed Account(s), you may access supplemental online viewing capabilities and other limited digital service(s) for your Managed Account including online access to view your Managed Account (“Dashboard”) and other services as may be offered through the Site ("Managed Account Access.")
6. Communications — Recorded, Monitored, Used.
In connection with User’s use of the Service, including Coaching access, User acknowledges and consents to the taping or any form of electronic or other recording of any communication, electronic or verbal, between User and the Firm or its representatives or agents to the extent permitted by law. User acknowledges and consents to the recording, retention, monitoring and use by the Firm (and its employees, representatives, affiliates and agents) of all instructions User gives to the Firm, all messages or other communications User sends to or receive from us, and all information and data that User inputs or provides during your use of the Site and Services, including without limitation, all selections and uses of calculators and other tools included therein. The foregoing information may be used by the Firm pursuant to the confidentiality provisions set forth in this Agreement, User’s client and other agreements with the Firm and its privacy notices and disclosures to the User.
7. Financial Models.
- Certain Models offered in the Program (the “Invesco Models”) are developed and maintained by Invesco Advisers, Inc., which is owned and controlled by Invesco, Inc. (together with its affiliates, including Invesco Advisers, Inc., “Invesco.”). Invesco is a global financial services company that is not affiliated with CGMI. Invesco has licensed the Models for use by CGMI. The Invesco Models consist exclusively of ETFs sponsored and/or advised by Invesco (each, an “Invesco ETF”) and cash and cash equivalents. User acknowledges that by limiting the Invesco Models to Invesco ETFs, Invesco has a conflict of interest. Invesco will not consider whether ETFs sponsored and/or advised by unaffiliated entities have a better performance record or otherwise are more attractive investment opportunities than the Invesco ETFs.
- Citi Investment Management (“CIM”) is a business of Citigroup Inc., that operates through CGMI and other Citi affiliates. CIM is responsible for setting the asset allocation strategy of the other Models offered in the Program (the “CIM Models”), selecting the underlying investment holdings of the CIM Models, and recommending adjustments to the CIM Models from time to time. Certain CIM Models are designed, in part, with consideration of sustainable investing criteria, which is the umbrella term for various approaches to investing that align environmental, social, and governance (“ESG”) principles (the “ESG Models”). The ESG Models are made available to Users that have a preference for a sustainable investment strategy. The ESG Models consist of ETFs. Other CIM Models incorporate active management and consist of ETFs and mutual funds. All CIM Models include an allocation to cash and cash equivalents. The CIM Models do not include ETFs or mutual funds that are sponsored and/or advised by affiliates of CGMI.
- Neither Invesco nor any of its affiliates have, and none of them shall be construed to have, any authority to exercise investment discretion over the Program Account or otherwise manage the Program Account, and neither Invesco nor any of its affiliates are, and none of them shall be construed to be, User’s investment adviser.
8. Alerts and Site Communications.
The Site may provide alerts or other electronic communications from time to time which may be sent to the email address User has provided through the Site (“Alerts.”) If User’s email address or mobile device's email address changes, User is responsible for informing CGMI of that change. Changes to User’s email address or mobile number will apply to all Alerts. Alerts are not encrypted but may include certain information relating to the Site, Service or related to Program accounts. Anyone with access to User’s email will be able to view the content of these Alerts. User understands and agrees that any Alert provided through the Services may be delayed or prevented by a variety of factors. Alerts from the Site are neither guaranteed for delivery or accuracy of content. Furthermore, except as otherwise provided herein, you also agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of any Alert; for any errors in the content of an Alert; or for any actions taken or not taken by you or any third party in reliance on an Alert.
9. Consent to Electronic Delivery.
User hereby consents to electronic delivery of disclosure documents including all Forms ADV, privacy notices, Form Client Relationship Summary and Regulation Best Interest Disclosure Statement (“Regulatory Disclosure Documents”) and any other documents or information to be provided to User that relate to CGMI, the Site, Service or the Educational Service. User agrees that such electronic delivery will be instead of delivery in paper form. The term of this consent is indefinite, but User may revoke this consent to electronic delivery at any time by revoking the consent and requesting paper copies of the disclosure documents, privacy notices or other documents. User acknowledges and agrees that in part due to the exclusively digital nature of the Site and the Program, complete termination of such electronic delivery can result in termination of Site access and, if applicable, managed account(s) established through the Program. User may receive a paper copy of any disclosure document, privacy notice or other document in addition to and not in lieu of electronic delivery without revoking this consent by requesting such paper copy from CGMI. CGMI may terminate this consent at any time by notifying User in writing. This consent to electronic delivery extends to delivery of disclosure documents, privacy notices, Form ADVs related to the Program, Regulatory Disclosure Documents and other documents now and in the future, whether such delivery is (now or in the future) required by law, or is not required but is made by CGMI to provide User with additional information. Such documents may be delivered (in Portable Document Format (PDF), HTML or similar format) on the Site or on another internet website designated by CGMI, provided that CGMI will notify User when User should visit the Site to view or print the disclosure documents, privacy notices or other documents. Such documents may also be delivered to User’s email address of record. To view or print documents provided in PDF format, if Adobe Reader is not already installed on User’s computer, User will have to obtain the Adobe Reader, which is available free of charge at Adobe’s website (www.adobe.com), and install it on User’s computer. User represents that User has access to a computer with adequate hardware and software capability to access the documents contained on a website. User agrees that for as long as User is a user of the Site, User will ensure that CGMI has a valid email address will notify CGMI promptly in writing of any change in User’s email address. Until CGMI has received and had a reasonable time to act on any notice of a change, CGMI may continue to send communications to User’s previous email address. CGMI is not responsible for any problems or malfunctions resulting from any computer viruses or related problems that may be associated with the use of an online system. User acknowledges that there are certain costs associated with electronic delivery (e.g., online time and printing) and possible risks (e.g., slow downloading time and system outages). User agrees that (a) CGMI providing disclosure documents, privacy notices and other documents on a website as provided above will constitute good and effective delivery of those documents to User, regardless of whether User actually accesses, views or otherwise retrieves the information on the website; and (b) CGMI may, but is not required to, send User paper copies of any documents it is entitled to deliver to User electronically. Further to my consent above, I acknowledge that you have notified me that any Regulatory Disclosure Documents related to my account(s) are currently, or will be, available in PDF, HTML or similar format for me to view or print on one of the websites that apply to me. I further acknowledge that you have requested that I visit this website immediately, and review these materials carefully, as they provide important information related to my account. In particular, you have requested that I review Form Client Relationship Summary and the Regulation Best Interest Disclosure Statement. By accepting these terms, I hereby confirm that I have received and reviewed an electronic copy of Form Client Relationship Summary and the Regulation Best Interest Disclosure Statement by accessing it online at the website addresses provided.
10. Fees, Costs & Taxes.
No fees are currently charged for use of the Educational Service. Subject to notification and obtaining User’s consent, CGMI reserves the right to change the fee arrangements in the future for the use of the Educational Service and/or the Site. You may incur other costs or expenses for using the Service and for otherwise accessing the Site or the information or Service available through the Site, including through any access system made available to you. You understand and agree that accessing the Service and related information through the Site and receiving notices by e-mail or other electronic means may incur certain costs associated with e-mail, electronic access, downloading, online time and subscription costs associated with Internet service providers and telecommunications providers, paper and printing costs, and equipment or software upgrades if necessary. You agree that you will accept all such other costs and expenses. User agrees to pay, if and when due, all federal, state and local taxes applicable to User’s subscription to, use or receipt of the Site, its information, or Services.
11. Accuracy of Information Provided.
User represents and warrants that any information User provides to CGMI through the Application, including, without limitation, User’s answers to the Questionnaire, is and shall be current, accurate, truthful, and complete, and User acknowledges that the Sample Recommendations provided through the Application are based exclusively on such information. If User provides inaccurate or incomplete information, this could materially impact the quality and relevance of the Sample Recommendations. User agrees to update its Questionnaire via the Application to reflect any change to such information within thirty days of such change. User agrees to indemnify and hold CGMI and its affiliates harmless from and against any and all losses, liabilities, costs, judgments, arbitration awards, settlements, taxes, penalties, actions, damages, charges, expenses, or fees (including attorneys’ fees and costs of collection) of any nature whatsoever, and claims therefor, arising out of or relating User’s failure to provide true and accurate information through the Application or to update such information as required.
12. Privacy Notices.
Use of the Site and the Services, and all Information provided to us about you in order to register, activate or use the Site or Service is governed by the applicable online privacy statement available on the Site (“Privacy Statement.”) If User opens or maintains an account with CGMI through the Program, the CPWM privacy notice for CGMI clients will apply. User acknowledges and agrees that User has reviewed the applicable online Privacy Statement and CPWM privacy notice before using the Site, Services or Program.
13. Certain Risks.
- Investment Tools. User understands that the investment tools provided within the Site are not a guarantee of performance and CGMI does not guarantee or make any warranty of any kind, express or implied, regarding the Sample Recommendations generated by the Site or the Application. The Sample Recommendations are for educational purposes only. User agrees that CGMI is not liable for any losses (including lost opportunity or profits) arising out of or relating to discrepancies between projections and suggestions and actual performance. The Site is not designed to provide User with a comprehensive financial plan.
- The market price for ETF shares may be higher or lower than the ETF’s net asset value.
- Investments in ETFs involve the risk that the ETF’s performance may not track the performance of the index (if any) the ETF is designed to track. Unlike an index, an ETF incurs administrative expenses and transaction costs in trading securities. In addition, the timing and magnitude of cash inflows and outflows from and to investors buying and redeeming shares in the ETF could create cash balances that cause the ETF’s performance to deviate from the index (which remains “fully invested” at all times). Performance of an ETF and the index it is designed to track (if any) also may diverge because the composition of the index and the securities held by the ETF may occasionally differ.
- Only “Authorized Participants” may engage in creation or redemption transactions directly with an ETF, and an ETF will have a limited number of institutions that act as Authorized Participants. To the extent that these institutions exit the business, elect not to transact with the ETF, or are unable to proceed with creation and/or redemption orders with respect to the ETF and no other Authorized Participant is able to step forward to create or redeem, the ETF’s shares may trade at a discount to their net asset value and possibly face trading halts and/or delisting.
- Mutual funds, like other investments, are subject to certain risks. Returns are not guaranteed, NAVs may be volatile and an investor in a mutual fund could lose the entire amount of his or her investment. Investing in mutual funds that invest in international, aggressive growth stocks, or less liquid securities may only be appropriate for Users whose investment profile allows them to assume the risks associated with those funds. Most mutual funds are actively managed, meaning that they carry the risk that the fund will underperform compared to another fund that tracks an index.
- Certain mutual funds offer only one class of shares, while other mutual funds offer multiple share classes that are available for investment based upon certain eligibility and/or purchase requirements. Mutual funds often permit the conversion of shares from one class to another, subject to certain conditions as determined by the applicable fund. If a User contributes or holds mutual fund shares that are deemed ineligible for the Program in which the User participates, such shares will be converted, if feasible, into a class of shares of the same mutual fund that are deemed to be eligible, i.e., Institutional (“I”) share class. Depending on the circumstances, a User could be subject to higher expenses overall once the shares convert to a share class that is deemed eligible. A User’s mutual fund share class may not be converted if, for example, there is no equivalent share class eligible for the Program or in other circumstances. Users should discuss the impact of a conversion of mutual fund shares prior to contributing any mutual fund investments to a program account.
- An ESG investment strategy is limited in the types and number of investment opportunities available and, as a result, an ESG investment strategy may underperform other investment strategies that do not have an ESG focus. An ESG investment strategy may invest in securities or industry sectors that underperform the market as a whole or underperform other funds screened for ESG standards. Frameworks for ESG investing vary among investment advisers and funds. Therefore, the companies selected by an index provider or investment adviser as demonstrating ESG characteristics may not be the same companies selected by other index providers or investment advisers that use similar ESG screens. Further, an index provider or investment adviser may select companies based on a particular ESG factor or factors rather than a holistic assessment of a company’s ESG characteristics. In addition, companies selected by an index provider or investment adviser may not exhibit the ESG characteristics the index provider or investment adviser seeks to identify.
- Access Interruptions. User understands that CGMI makes no guarantee that access to the Site will be available at all times. CGMI reserves the right to suspend access to the Site without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the Site may be limited or unavailable due to, among other things: peak demand, systems upgrades, maintenance, any kind of interruption of the services provided by CGMI, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure.
- Past Performance Not Indicative of Future Results. User acknowledges that past performance of a Model is not necessarily indicative of future performance. CGMI makes no warranty or representation concerning the present or future level of risk or volatility in any Sample Recommendation.
14. Conflicts of Interest.
- User understands that CGMI and its affiliates (each, a “Program Company” and collectively, the “Program Companies”) perform, among other things, investment banking, research, brokerage, and investment advisory services for other clients. By reason of their investment banking or other activities, each of the Program Companies may from time to time acquire confidential information and information about corporations or other entities and their securities. User acknowledges and agrees that none of the Program Companies will be free to divulge, to each other or to User, or to act upon, such information with respect to their activities, including their activities with respect to this Agreement. User recognizes that the Program Companies may, in the performance of their duties to clients, give advice and take action that differs from the Sample Recommendations. Moreover, each Program Company may, with respect to itself, take action that differs from the Sample Recommendations. Nothing in this Agreement shall be deemed to impose on the Program Companies any obligation to include in the Sample Recommendations any investments which such Program Companies may recommend, purchase or sell, or recommend for purchase or sale, for its or their own account, or for the account of any other client.
- As noted above, the Invesco Models exclusively recommend investments in Invesco ETFs. If User decides to implement any of the Sample Recommendations by opening a CWB managed account through the Program and invest in an Invesco ETF, User, as a shareholder of the ETF, will bear a portion of the ETF's internal fees and expenses, which are described in its prospectus. Prospectuses for Invesco ETFs are available at https://www.invesco.com/portal/site/us/investors/etfs/. The fees and expenses charged by the Invesco ETFs include management, administration, distribution, transfer agent, custodial, legal, audit, securities lending and other customary fees and expenses related to operating exchange-traded mutual funds. A portion of the fees and expenses charged by the Invesco ETFs in which a Program account is invested will be paid to CGMI through a fee sharing arrangement CGMI has with Invesco. CGMI believes that the Invesco ETFs provide investors with access to different types of asset classes and market segments on a cost-effective basis with high levels of liquidity. However, CGMI has a conflict of interest in selecting Invesco instead of other service providers that would recommend different ETFs to the extent that those service providers would not rebate or share with CGMI the same portion of fees and expenses (or other compensation) as Invesco. CGMI also faces a conflict of interest in continuing to license the Invesco Models from Invesco because each Invesco Model exclusively recommends investments in Invesco ETFs (and cash and cash equivalents), and the more Program account assets that are invested in the Invesco ETFs recommended by the Invesco Models, the more compensation CGMI earns through its fee sharing arrangement with Invesco. User acknowledges and agrees that other ETFs besides Invesco ETFs and other investment recommendations that do not consist exclusively of Invesco ETFs may be equally or more appropriate for it than the Sample Recommendations.
- Based, among other things, on the potential for an increase in the use of CIM's services as a Model Provider, CGMI has an incentive to recommend the CIM Models over the Invesco Models. On the other hand, the financial incentives that CGMI has to recommend the CIM Models may be outweighed by the income and cost savings CGMI generates from recommending the Invesco Models. For example, CGMI has an incentive to recommend the Invesco Models as a result of the fee sharing arrangement and so that CGMI can earn fees without its affiliate, CIM, providing services and incurring associated costs. With respect to CIM, the CIM Models do not recommend ETFs or mutual funds that are sponsored and/or advised by CGMI or a CGMI affiliate. Users should understand that retaining an affiliated manager to manage assets outside of the Program could allow them to negotiate the affiliated manager’s fees directly with the affiliated manager and possibly obtain services at a lower cost than retaining the affiliated manager through the Program and paying the Program fee.
- User understands that from time to time, CGMI offers certain incentives for select clients or prospective clients to enroll in the Program. Such incentives may include but not be limited to discounts, cash bonus payments, or other offers (“Incentive.”) Incentives may be offered to limited groups of clients or prospective clients who CGMI determines, in its sole discretion, meet specific conditions of an offered Incentive. For example, Incentive conditions could include but not be limited to employment with certain companies or to opening a new or specific account type with required funding, responding to surveys, verified locations or residence, or continuous account maintenance for a specified time. User understands and agrees that User will not be offered or receive an Incentive to enroll in the Program unless CGMI expressly and directly offers the Incentive to the User and CGMI determines, in its sole discretion, that User has met all the conditions of an offered Incentive. The specific terms of an Incentive may be described in the offer.
- Cash balances in the accounts will be automatically invested or “swept” into an eligible money market sweep fund selected by CGMI in its sole discretion. CGMI, its affiliates, or Clearing Firm, as applicable, may receive from such funds or their affiliates 12b-1 fees, as well as recordkeeping and sub-transfer agency fees (which include shareholder sub-accounting and networking fees) for recordkeeping and sub-transfer agency services provided to the funds or their service providers by CGMI, its affiliates, or Clearing Firm, as applicable. With respect to the accounts of Retirement Clients, CGMI or its affiliates will not seek or retain any such compensation and will credit the client’s account in the amount of any such compensation as soon as possible after receipt by CGMI or its affiliates. Any compensation so credited to a client’s account will be treated as additional income and reported as such. At times, the Models may recommend that clients maintain assets in cash or cash equivalents (including money market mutual funds), particularly for defensive purposes in volatile markets.
- By User’s Electronic Signature or other acceptance of this Agreement, User acknowledges its understanding of the foregoing potential conflicts of interest.
15. Duration and Termination of Agreement.
- User may terminate its access to the Site at any time by deleting its access to the Site as instructed on the Site.
- CGMI may, in its sole discretion, (i) refuse User’s application to use the Educational Service or otherwise access, register or enroll on the Site, and/or (ii) terminate User’s user Program account(s) upon written notice (which notice may be sent via email pursuant to the terms hereof or those under the Program as applicable.)
16. Governing Law.
The provisions of this Agreement shall be continuous and shall inure to the benefit of CGMI and its service providers, successors and assigns. Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect. Except for the statute of limitations applicable to claims, this Agreement and all the terms herein shall be governed and construed in accordance with the laws of the State of New York without giving effect to principles of conflict of laws. The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which User resides.
17. Entire Agreement; Amendments.
This Agreement supersedes all previous agreements and understandings between the parties hereto with respect to the subject matter hereof. This Agreement may only be modified or amended by CGMI, and CGMI may modify or amend this Agreement at any time by providing written notice to User. Any amendments will be effective immediately upon CGMI’s delivery of such notice.
18. Access, Security, Exclusive Use.
User is solely responsible for the use of the Site and any Services and information obtained by use of your User name(s), password(s) and other security data, methods and devices that gives User use of or access to the Site or Services ("Access Codes"). The Site and Service is the property of CGMI and/or third parties from whom CGMI has obtained rights to provide access to its clients and Users. You agree not to make the Site or Service available to any third parties other than as described in the Agreement and on the Site. You agree to keep confidential and not publish, broadcast, retransmit, reproduce, commercially exploit, or otherwise re-disseminate the data, information, or services provided under this Agreement. You shall not use or permit any one to use the data, information, or services for any unlawful or unauthorized purpose. You shall be responsible for maintaining the confidentiality of your Access Codes and are fully responsible for all activities that occur under your Access Codes. Any Access Codes are provided to you for your access to the Site and Services shall be for your personal use only and you agree to immediately notify us of any unauthorized use of your Access Codes.
19. Risk Acknowledgement; Limitation of Liability.
- CGMI has not made, nor is CGMI making, any guarantee about the future performance of User’s assets, including, without limitation, any guarantee of a specific level of performance or the success of any given investment decision or strategy that User may implement based on the Sample Recommendations. User is solely responsible for the management of its CGMI and other account(s) and its assets, and under the terms of this Agreement, CGMI will not undertake any actions with respect to or otherwise manage any assets for User. Any investment decisions that User makes are subject to the risk of loss or depreciation of the value of any investment due to the fluctuation of market values or numerous other factors. In addition, CGMI makes no guarantees or representations that User’s investment objectives will be achieved, and User agrees CGMI is not responsible and/or liable for any failure to achieve such investment objectives.
To the fullest extent allowed by applicable law and except as otherwise provided for in this Agreement, CGMI and its
affiliates, and their respective employees, contractors, directors, suppliers and representatives (the
“CGMI Parties”), are not liable:
- for any action performed by the CGMI Parties or by User or any error in judgment, and/or for any investment losses incurred by User;
- for decisions and/or actions that User takes or authorizes third parties to take on its behalf based on information User sees on the Site; or
- under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Site, the Educational Service and/or the Sample Recommendations: (1) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages or any kind whatsoever (however arising); or (2) for any damages or losses of any kind whatsoever arising from or in connection with any bugs, viruses, Trojan horses, or the like (regardless of the source.)
- User understands that prior to or at the time of entering into the Program, CGMI will have provided to User or will provide to User through the Site, a copy of CGMI’s Form ADV Part 2 disclosure documents including those for the Program (“Form ADV”). User acknowledges its receipt and review of CGMI’s Form ADV. User also acknowledges receipt and review of the CGMI privacy notice for CPWM accounts.
- For the purposes of this Agreement: (i) references to persons in the masculine gender shall include persons of the feminine gender, and (ii) references in the singular shall, as and if appropriate, include the plural. All paragraph headings in this Agreement are for convenience of reference only, do not form part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument. Collection and processing of the required documentation may delay the acceptance of the contract.
- Not Available in All Jurisdictions. Products and services shown on the Site are subject to the applicable local laws and regulations of the jurisdiction where they are booked and offered. Not all Accounts, products, and services as well as pricing are available in all jurisdictions or to all customers. Your country of citizenship, domicile, or residence may have laws, rules, and regulations that govern or affect your application for and use of our accounts, products and services, including laws and regulations regarding taxes, exchange and/or capital controls. In addition, the Firm is not required to make available or to continue to make available the Services including Information provided through the Services to residents of any non-US jurisdiction where the Firm determines, in its sole judgment, that furnishing them to such persons might be unlawful under the laws of such non-US jurisdiction or the laws of the US, or compliance with either of such laws is impractical or commercially unreasonable.
21. AGREEMENT TO ARBITRATE
This agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties agree as follows:
- All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
- Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
- The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
- The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
- The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
- The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
You agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between you and CGMI or and/or any of our present or former officers, directors, or employees concerning or arising from (i) any account maintained by you with CGMI individually or jointly with others in any capacity; (ii) any transaction involving CGMI or any predecessor firms by merger, acquisition or other business combination and you, whether or not such transaction occurred in such account or accounts; or (iii) the construction, performance or breach of this or any other agreement between you and us, any duty arising from the business of CGMI or otherwise, shall be determined by arbitration before, and only before the Financial Industry Regulatory Authority ("FINRA").
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; (ii) the class is decertified; or (iii) the person 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 agreement except to the extent stated herein.
The provisions of this section will survive termination of this Agreement. You acknowledge that you have received electronically a copy of this Agreement.
I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
Citi Wealth Builder is a Citi Personal Wealth Management digital platform of Citigroup Global Markets Inc. (CGMI) that offers educational information and investment advisory products. Citi Personal Wealth Management is a business of Citigroup Inc., which offers investment products through Citigroup Global Markets Inc., member SIPC. Citi Investment Management is a business of Citigroup Inc., which offers investment products through CGMI. Insurance is offered through Citigroup Life Agency LLC (CLA). In California, CLA does business as Citigroup Life Insurance Agency, LLC (license number 0G56746). CGMI, CLA and Citibank, N.A. are affiliated companies under the common control of Citigroup Inc. Citi, Citi and Arc Design and other marks used herein are service marks of Citigroup Inc. or its affiliates, used and registered throughout the world.