Terms and Conditions

1. Acceptance of Terms

When you access betterment.com, our mobile applications, and our other online services and websites (collectively, the “Platform”) you are agreeing to be bound by the following Terms and Conditions, the Privacy Policy, and the Copyright and Intellectual Property Policy on your own behalf and on behalf of any organization you represent (collectively, “you” or “your”). Please review them carefully.

Section 16 (“Arbitration Agreement”) requires you and Betterment to resolve most claims against each other by way of individual, binding arbitration, and also contains a binding class action waiver. Please read both sections carefully, as they affect your legal rights. By agreeing to these Terms and Conditions, you and Betterment agree to resolve most claims solely on an individual basis and not as a class arbitration, class action, or any other kind of representative proceeding. You and Betterment are each waiving the right to trial by a jury. If you do not wish to arbitrate disputes, you may opt out of arbitration by following the instructions provided in Section 16.10.

2. General Information

The provision of advisory and brokerage services to Betterment retail clients is governed by the Betterment client agreements or, for clients pre-funding with a basic login and password that are solely receiving non-discretionary advice, the simple and supplementary services client agreements. The provision of advisory and brokerage services to Betterment Advisor Solutions clients is governed by the Betterment Advisor Solutions client agreements. The provision of advisory and brokerage services to 401(k) plans and their participants is governed by the service agreements between Betterment and plan sponsors, as well as separate Participant Terms & Conditions. The provision of services by Betterment Financial LLC is governed by the Betterment Checking Terms and Conditions. Each of the foregoing agreements, collectively and individually, are referred to herein as the “Client Agreements” and any individual bound by them, a “Client”. You should read any applicable Client Agreements carefully before determining whether to engage Betterment to provide you with advisory, brokerage, and/or other financial services.

The Platform is offered and supported by Betterment LLC, and any dispute or Claim arising under these Terms and Conditions governing the use of the Platform should be directed to Betterment LLC pursuant to Section 16 below. In general, references to “Betterment,” “us,” “our”, or “we” on the Platform refer to “Betterment LLC”. For purposes of these Terms and Conditions, the term “Betterment” refers collectively to Betterment LLC and services it offers to Clients directly and through its Betterment Advisors Solutions and Betterment at Work business lines, as well as its respective affiliates, partners, agents, and employees.

3. Use of the Platform

The Platform is intended solely for individuals who are age 18 or older. Any access to or use of the Platform by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms and Conditions. By accessing or using the Platform, you represent and warrant that you are 18 or older and are fully able and competent to enter into and abide by these Terms and Conditions.

The Platform is only intended for use by persons located in the United States. Betterment makes no representation that the Platform is appropriate or available for use outside the United States. Similarly, Betterment makes no representations that accessing the Platform from locations outside the United States is legal or permissible under local law.

4. Conditions of Use

You agree that you will comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements. You further agree that you will use the Platform solely for your personal, non-commercial use and will not attempt to interfere with the functioning of the Platform in any way.

You agree not to engage in any of the following:

• Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Platform or any portion of the Platform, other than via software that sends queries to the Platform to index or rank a website for search and location purposes, without Betterment’s express written consent, which may be withheld in Betterment’s sole discretion.
• Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Platform, other than the search engines and search agents available through the Platform and other than generally available third-party web browsers (such as Microsoft Explorer).
• Post or transmit any file which contains viruses, worms, Trojan horses, or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Platform.
• Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Platform.

5. Access to the Platform

Betterment reserves the right, in its sole discretion, to terminate or suspend your access to the Platform, or any portion of the Platform, without notice and without reason. For the avoidance of doubt, your access to and use of the publicly available portions of the Platform shall be governed by these Terms and Conditions, and the provision of any investment advisory and brokerage services shall be governed by the Client Agreements with respect to such services. Notwithstanding the foregoing or anything else in these Terms and Conditions to the contrary, in the event of any conflict between the Terms and Conditions and a Client Agreement, the Client Agreement shall control.

Further, if we believe, in our sole discretion, that a violation of these Terms and Conditions has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms and Conditions. We may seek to gather information from a client who is suspected of violating these Terms and Conditions (or from any other client) and you agree to provide us with such information. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting, publishing, or otherwise making available any client information, emails, or other materials that are believed to violate these Terms and Conditions.

Any suspension, termination, or cancellation shall not affect your obligations to Betterment under these Terms and Conditions (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

6. Performance Displays

Actual performance information for Betterment portfolios since creation (i) accounts for the timing of trades, withdrawals, deposits, and allocation changes, (ii) is inclusive of dividends, (iii) is net of Betterment’s management fee, and if you are a client on Betterment Advisors Solutions, any management fee charged by the third-party Advisor, and (iv) will reflect the impact of any material market or economic conditions on your portfolio’s performance. Management fees are accrued daily and charged monthly or quarterly. Management fees do not include any custodial or recordkeeping fees charged in connection with an HSA or 401(k). Market conditions can and will impact your performance, and past performance is not indicative of future results. To learn more, please review Betterment Performance Disclosure.

Past performance is not a guarantee of future success and returns in any period may be far above or below those of a previous period. No representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. Investing involves risk and investments at Betterment may lose value.

The return, composite, and performance information shown on the Platform uses or includes information compiled from third-party sources, including independent market quotations and index information. Betterment believes the third-party information comes from reliable sources, but does not guarantee its accuracy.

7. Platform is for Educational Use Only

The publicly available portions of the Platform (i.e., the sections of the Platform that are available to individuals who are not party to a Client Agreement) are provided for educational purposes only and are not intended to provide legal, tax, or financial planning advice. In using the publicly available portions of the Platform, you agree that you are responsible for your own investment research and decisions, that you will not rely on the Platform as the primary basis for your investment decisions, and, except as otherwise provided herein, Betterment will not be liable for any actions you take based on information you receive via the publicly available portions of the Platform.

8. Secured Areas

Access to and use of password protected and/or secure areas of the Platform is restricted to authorized users only. Unauthorized persons attempting to access these areas of the Platform may be subject to legal action.

You may not obtain or attempt to obtain unauthorized access to such parts of the Platform, or to any other protected materials or information, through any means not intentionally made available by Betterment for your specific use.

Betterment has physical, electronic and procedural safeguards that comply with federal standards to guard clients’ non-public personal information (see Privacy Policy).

If you have a password for access to non-public areas of the Platform, you are solely responsible for maintaining the confidentiality and use of the password and other security data, methods and devices. Further, you are responsible for all activities that occur in connection with your password including all instructions electronically transmitted or use of any data, information or services obtained using your password and other security data. Betterment shall not be under any duty to inquire as to the authority or propriety of any instructions given to us by you or via your password and shall be entitled to act upon any such instructions and we will not be liable for any loss, cost, expense or other liability arising out of any such instructions.

Accordingly, you should take steps to protect the confidentiality of your password. As an authorized user you accept full responsibility for the monitoring of your account including frequently checking your account information, reviewing your transaction history online and promptly reviewing any correspondence, account statements and confirmations received from Betterment. Notify us immediately if you become aware of any unauthorized activity, disclosure, loss, theft or unauthorized use of your password. You agree to cooperate with us in any investigation and agree to take corrective measures to protect your account from further fraudulent activity.

You agree that the information you provide to us on account registration through our website or mobile applications will be true, accurate, current, and complete.

9. Communications with Betterment

As part of the Platform, or in connection with the actions necessary to apply for the Platform, you may receive notifications, alerts, emails, or other types of messages regarding the Platform (for example, Two-Factor Verification, suspicious activity alerts, or money movement confirmations). When logged in, you may customize, modify and in some cases deactivate alerts by adjusting the settings accordingly.

We never include your password in these communications, but we may include your name, or email address, and information about your account(s). Anyone with access to your e-mail or mobile device will be able to view these alerts.

It is your responsibility to update or change the contact information registered with Betterment, as appropriate. If you become aware of any unauthorized use of your information, please contact us immediately.

We may send you communications that you are required to read. You may customize them according to your preferences. You may unsubscribe from marketing oriented emails at any time.

When you access the Platform through a mobile network, your network or roaming provider’s messaging data and other rates and fees may apply. You are solely responsible for any carrier charges incurred as a result of phone and/or text communications from Betterment. We are not liable for delayed or undelivered messages.

Authorized employees or agents of Betterment may monitor and record all or portions of your telephone calls, emails, text messages, chats and other communications with Betterment for quality control, customer service, employee training, security, legal, compliance, and other lawful purposes. You hereby consent to such recording. That consent is ongoing and need not be confirmed prior to, or during, such monitoring or recording, except to the extent applicable law expressly requires otherwise. Betterment may also archive your communications with Betterment for regulatory and other purposes.

10. Site Availability

While we have put resources into building and testing our computer systems, computer glitches, slowdowns, and crashes will occur. We will also need to restrict access to some parts of our website or our entire website to perform routine maintenance. We will try to schedule our maintenance during the middle of the night.

While it is our intention that our website will be available seven days a week except when maintenance is scheduled (usually for weekends), you understand that we do not guarantee that you will always be able to access the Platform. Computer problems can arise on your end, our end, or anywhere in between: your computer may break down; the connection between your computer and your Internet service provider may not work properly; your Internet service provider may go down; or our computers and the computers we link to may be unavailable due to unforeseen system outages.

When trading volumes soar on our nation’s stock markets and many investors want to buy or sell at the same time, lines form and orders cannot be filled as quickly. You agree that we are not responsible for any losses or liabilities that may occur as a result of high trading volume, market volatility, or computer, telecommunications, or Internet failures, regardless of the cause.

11. Network Security, Reliability, and External Links

You acknowledge that the Internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. E-mail notifications sent by Betterment will not contain sensitive or confidential information. Due to security risks, you should not send any sensitive information, such as account numbers or passwords in an unencrypted e-mail. E-mails may fail to transmit properly. Regardless of whether you receive an e-mail notification, you agree to check the Platform to avoid missing time-sensitive information. You further agree that for your records, you can download and save or print the communications received via electronic delivery.

The Platform links to certain content created by third parties that are not affiliated with Betterment. Betterment is not responsible for such content and does not endorse or approve it. Such content may contain terms and conditions, privacy provisions, confidentiality provisions, or other provisions that differ from the terms and conditions applicable to the Platform. Betterment assumes no responsibility or liability whatsoever for the accuracy, reliability, or opinions contained in such content. If you decide to access such content, you do so at your own risk.

12. Limited Liability

NEITHER BETTERMENT NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE IN ANY WAY FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE, OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR THE USE OF THE PLATFORM OR A LINKED WEBSITE (INCLUDING BUT NOT LIMITED TO THE DELAY OR INABILITY TO USE THE PLATFORM OR A LINKED WEBSITE). THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE FORESEEABLE OR WHETHER BETTERMENT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN NO EVENT SHALL BETTERMENT’S CUMULATIVE LIABILITY TO YOU EXCEED U.S. $100.

13. No Warranties

All products, services, and content on the Platform are provided “as is” without warranty of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, security, or accuracy. Betterment specifically disclaims any duty to update the information on the Platform and it is your responsibility to evaluate the accuracy, reliability, timeliness, and completeness of any information available on the Platform. Betterment does not guarantee that the Platform will operate error-free or that the platform, its servers, or the content are free of computer viruses or similar contamination or destructive features. If you choose to use the Platform, or rely on the information presented on it, you do so solely at your own risk.

Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

14. Indemnification and Hold Harmless

You agree to indemnify, defend, and hold Betterment harmless from any liability, loss, claim and expense, including attorney’s fees, related to your violation of these Terms and Conditions or use of the Platform. Nothing in these Terms and Conditions shall affect any non-waivable statutory rights that apply to you. Betterment reserves the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Betterment’s defense of such matter.

15. Choice of Law and Venue 

All Platform activity, use, these Terms and Conditions, and any dispute, claim, or controversy arising from or relating to the foregoing are governed by the laws of the United States of America and the applicable laws of the State of New York, without regard to conflict of law principles. Any dispute, claim, or controversy arising from or relating to the Platform or these Terms and Conditions that is not subject to arbitration pursuant to Section 16 will be resolved exclusively in the state and federal courts located in New York, New York. You and Betterment waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section will not apply to you to the extent that local law conflicts with this section.

16. Dispute Resolution; Agreement to Arbitrate

16.1: Claims This Section Applies To. You and Betterment (for purposes of this section, each, a “party” and together “the parties”) agree that this Section 16 applies to any claim or controversy between you and Betterment, whether existing now or arising in the future and whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory relating in any way to your use or operation of the Platform (including, without limitation, any prior use) or these Terms and Conditions and prior versions of the Terms and Conditions (each, a “Claim”). The parties agree that this Arbitration Agreement applies to, governs, and is the exclusive mechanism for resolving all Claims, except that: (1) you and Betterment may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you and Betterment may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

Notwithstanding the foregoing, if you are a Betterment Client (including a participant in a 401(k) plan served by Betterment), the Client Agreements will govern, and any conflict between the Client Agreements and these Terms and Conditions will be resolved in favor of the Client Agreements.

16.2: Informal Dispute Resolution Before Arbitration. If one party has a Claim against the other, the parties agree that before initiating arbitration, they will participate in good faith in the following informal dispute resolution process (“Informal Dispute Resolution”):

1. Claimant Notice Requirements. The party with the Claim (“Claimant”) will provide the other party a notice (if to Betterment, by certified mail and email copy sent to legal@betterment.com, and, if to you, by certified mail and email copy using the contact information you provided to Betterment) with a written description of the Claim, the requested relief (including, without limitation, a complete calculation of any monetary demand), Claimant’s contact information (including name, telephone number, mailing address, and email address), all factual information sufficient to evaluate the Claim, and a personally signed statement from the Claimant themselves (and not their counsel) verifying the accuracy of the notice (“Claimant Notice”). If Claimant has counsel, the Claimant Notice shall also include the name, telephone number, mailing address, and email address of Claimant’s counsel.
2. Resolution Period. The parties agree to engage in good faith negotiations to resolve the Claim, including, without limitation, at the Claimant Notice recipient’s request, at least one meeting by videoconference (the “Informal Dispute Resolution Conference”) that the parties will expeditiously schedule and personally attend. If represented, a party’s counsel can also attend, but the Claimant must also personally participate. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Claim, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Claim cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. This Informal Dispute Resolution process will last for a period of 60 days from the day a party receives a Claimant Notice or through the conclusion of the Informal Dispute Resolution Conference, if requested by either party, whichever is later, unless the parties mutually agree to extend (the “Informal Resolution Period”). The applicable statutes of limitation and deadlines associated with arbitration fees will be tolled during the pendency of the Informal Resolution Period.
3. Required Before Arbitration for Claims. With respect to Claims, the parties agree that the Informal Dispute Resolution process is a mandatory precondition to commencing arbitration, and no arbitration demand may be filed or proceed before the Informal Resolution Period has concluded. The parties agree that if a Claimant files an arbitration proceeding, consistent with Sub-Section 16.5 below, any arbitration demand must include a signed certification from the Claimant and, if represented, their counsel, that the Claimant has complied with this Informal Dispute Resolution requirement, and that failure to include such a certification is independent grounds to administratively reject the filing. If a party files an arbitration demand without complying with all requirements in this Section, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action shall be entitled to recover its costs and reasonable attorneys’ fees incurred in seeking such relief.
   

1. The Terms and Conditions evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If the Informal Dispute Resolution process does not resolve satisfactorily by the conclusion of the Informal Resolution Period, you and Betterment agree that either party shall have the right to finally resolve the Claim through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation ("NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures (the “NAM Comprehensive Rules”) in effect at the time the arbitration is filed, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/. You may contact NAM by email at commercial@namadr.com or by phone at 516-794-8950 or 1-800-358-2550.
2. Enforceability; Authority of the Arbitrator. The arbitrator shall have exclusive authority to resolve any Claim, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all disputes regarding the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Claim. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and Betterment. Judgment on the arbitration award may be entered in any court having jurisdiction.
3. Arbitration Procedure and Location. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, as well as the email address associated with your use of the Platform (if any); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement, signed by you, and if represented, by your counsel, certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees, as required by NAM, in connection with such arbitration.
   You will send a copy of any Demand to Betterment by certified mail addressed to 450 West 33rd Street, Floor 11, New York, NY 10001 Attn: Legal with a copy by email to legal@betterment.com. Betterment will send any Demand to you by certified mail, if a physical address has been provided, and a copy by email using the contact information you have provided to Betterment. If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).
4. Arbitration Format. Any arbitration will be conducted by a single arbitrator and in the English language, unless otherwise agreed to by the parties in writing. Unless you or Betterment otherwise agree, or the Special Additional Procedures for Mass Arbitration discussed below are triggered, the arbitration, including any in-person arbitration hearing, will be conducted in New York City, New York, or, at your election, in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. You and Betterment agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. NAM will appoint the arbitrator in accordance with NAM Rules, or as otherwise agreed by the parties, provided that if the Batch Arbitration (as defined below) process is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to challenge that nomination of the arbitrator per the NAM Comprehensive Rules.
5. Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable NAM fee schedules (the “Fee Schedules”).
6. Special Additional Procedures for Mass Arbitration. If twenty-five (25) or more similar arbitration Demands are filed on behalf of persons represented by the same or coordinated counsel (“Claimants’ Counsel”) within a reasonably proximate period of time, or the claims are reasonably expected to be coordinated given the similar nature of the claims, the claims shall proceed in arbitration according to these Special Additional Procedures for Mass Arbitration. First, Betterment and Claimants’ Counsel shall each select ten (10) Demands to proceed in individual arbitrations (the “Bellwether Arbitrations”), each before a single arbitrator. While the Bellwether Arbitrations are adjudicated, the remaining Demands shall be held in abeyance and stayed, and all relevant statutes of limitations for such Demands shall be tolled, no other cases may be filed in arbitration, and NAM shall not assess or accept any additional fees aside from any initial filing fees and/or process arbitrator fees already incurred or paid for such stayed Demands. The arbitrators for the Bellwether Arbitrations are encouraged to resolve the cases within 120 days of appointment or as soon as possible thereafter, consistent with fairness to the parties.
   Second, following the resolution of the Bellwether Arbitrations, all parties agree to engage in a single global mediation of all remaining Demands that have not been withdrawn or otherwise resolved, to occur within ninety (90) days following the conclusion of the Bellwether Arbitrations, or as soon thereafter as possible (the “Global Mediation”). Betterment shall pay the mediation fee.
   Third, if the parties are unable to resolve all of the remaining Demands within thirty (30) days of the Global Mediation, then NAM shall (1) administer the remaining arbitration Demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands remain, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of administrative fees due per batch, one procedural calendar including coordinated discovery, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible. You and Betterment agree to cooperate in good faith with NAM to implement the Bellwether Arbitrations and Batch Arbitration processes, including the payment of single administrative fees for each batch of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. These Special Additional Procedures for Mass Arbitration shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

16.6: Costs; Frivolous Claims. If the arbitrator concludes, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b), that a Demand (i) is frivolous or otherwise not warranted by existing law; or (ii) was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution, or in bad faith; (iii) was based on factual contentions that lacked evidentiary support when filed and were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iv) was filed prior to the conclusion of the Informal Resolution Period, the parties agree that the arbitrator may, as part of its award, order that the party initiating arbitration shall pay all arbitration fees and costs, including, without limitation, the defending party’s reasonable attorneys’ fees and expenses.

16.7: Severability. This Arbitration Agreement does not constitute a waiver of your right to seek a judicial forum where such waiver would be void under federal or applicable state securities laws. Except as provided in the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” if any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, including, without limitation, because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from this Arbitration Agreement to the minimum extent necessary to render it enforceable, and (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Arbitration Agreement or the parties’ ability to compel arbitration of any remaining Claims pursuant to this section. However, if the subsection entitled “Special Additional Procedures for Mass Arbitration” is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement, with the exception of the section concerning “Informal Dispute Resolution,” shall be void, and the parties agree that all disputes will be heard in the state or federal courts in New York, New York.

16.8: Successors and Assigns. You enter into this Arbitration Agreement on behalf of yourself and your heirs, administrators, representatives, executors, successors, assigns.

16.9: Time Limits. Federal and state statutes of limitation, repose, and/or other rules, laws, or regulations impose time limits for bringing claims in federal and state court actions and proceedings. The parties agree that all federal or state statutes of limitation, repose, and/or other rules, laws, or regulations imposing time limits that would apply in federal or state court, apply to any Claim brought under this Arbitration Agreement, and such time limits are hereby incorporated by reference. Therefore, to the extent that a Claim arises under this Arbitration Agreement and would be barred by a statute of limitation, repose or other time limit, if brought in a federal or state court action or proceeding, the parties agree that such Claim shall be barred in an arbitration proceeding.

16.10: 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to support@betterment.com within thirty (30) days after you first agreed to a version of these Terms and Conditions. The opt-out notice email must include: (A) your full legal name; (B) your mailing address; (C) the email address associated with your use of the Platform (if any); and (D) an unequivocal statement that you intend to exercise your opt-out right from the Arbitration Agreement under the Website Terms and Conditions. Any opt-out notice will be effective only if you send it yourself, on an individual basis. Opt-out notices from any third-party purporting to act on your behalf, or that purport to opt out multiple users in a single communication, will have no effect on your or Betterment’s rights. If you opt out of this Arbitration Agreement, all other parts of these Terms and Conditions will continue to apply to you. Opting out of the provisions of this Arbitration Agreement pursuant to this subsection will have no effect on prior arbitration agreements to which you are bound, which will remain in effect, and changes to this Arbitration Agreement do not provide you a new opportunity to opt out of your previous agreement to arbitrate.

Further, the opt-out will not affect any other arbitration agreement between you and Betterment or any Betterment affiliate, including the arbitration agreements set forth in the Client Agreements (such as, Section 15 of the Advisory Agreement and Section 43 of the Brokerage Agreement), which will remain in full force and effect according to its terms. If you opt out of arbitration, the Informal Dispute Resolution provisions of subsection 16.2 of this Arbitration Agreement will continue to apply as a precondition to commencing any Claim, whether in arbitration or in court, with all references therein to “arbitration” or “arbitration demand” deemed to include the filing of a Claim in court (as applicable). Failure to fully comply with the Informal Dispute Resolution provisions will be independent grounds to dismiss or stay any court action or arbitration.

16.11: Modification. You and Betterment agree that Betterment retains the right to modify this Arbitration Agreement in the future. You understand that by continuing to use the Website or Platform, including but not limited to accepting or using any services offered through the Website or Interface, after the effective date or time of any amendment, including any changes to this Arbitration Agreement, you agree to such amendment. Betterment will continue to honor any valid opt outs of the Arbitration Agreement that you made to prior versions of these Terms and Conditions.

17. Reserved

18. Waiver and Severability

Any waiver of any provision contained in these Terms and Conditions shall not be deemed to be a waiver of any other right, term, or provision of these Terms and Conditions. If any provision in these Terms and Conditions is determined to be wholly or partially invalid, illegal or unenforceable, such provision shall be enforced to the extent it is legal and valid and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

19. Assignment

You may not assign these Terms and Conditions (by operation of law or otherwise) without the prior written consent of Betterment, and any prohibited assignment will be null and void. Betterment may assign these Terms and Conditions or any rights hereunder without your consent.

20. Platform and Terms Subject to Change

We reserve the right to change these Terms and Conditions by posting a revised agreement. If you don't agree with these changes, you must stop using the Platform. The information on the Platform is subject to change without notice.

21. Feedback and Questions

Your feedback is welcome and encouraged. You may submit feedback by emailing us at support@betterment.com. You agree, however, that (i) by submitting unsolicited ideas to Betterment or any of its employees or representatives, by any medium, including but not limited to email, written, or oral communication, you automatically forfeit your right to any intellectual property rights in such ideas; and (ii) such unsolicited ideas automatically become the property of Betterment. You hereby assign and agree to assign all rights, title, and interest you have in such feedback and ideas to Betterment together with all intellectual property rights therein. In addition, you warrant that all moral rights in any feedback have been waived, and you do hereby waive any such moral rights.

If you have any questions about these Terms and Conditions or about Betterment or content thereon, please contact us at support@betterment.com.

You can also contact us by phone at 718.400.6898 or via physical mail at:

Betterment LLC

450 West 33rd Street, FL 11

New York, NY 10001