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FREEMIUM PLUS SERVICES AGREEMENT

Client Name:

This Freemium Plus Services Agreement (“Agreement”) is made to be effective as of the date it is fully signed below (“Effective Date”) by and between rebel Financial, LLC, an Ohio limited liability company (“rF”), and the undersigned Client or Clients, as the case may be, whose name is also set forth above (“Client”), each of whom may be referred to below individually as a “party” or collectively as the “parties”.

RECITALS

rF is an SEC-registered investment adviser in the business of providing investment management, financial planning, and other financial and advisory services to its clients, and rF is offering a do-it-yourself (“DIY”) level of service called “Freemium” (defined and described more fully below) as part of its efforts to be a more open and inclusive investment advisory firm that welcomes new or less experienced clients by providing them with an opportunity to learn more about investing and investments without the common barriers of minimum investment amounts and high costs; and
Client has not previously established a relationship with rF and intends to retain rF, on a DIY basis at no cost (“Freemium level”), solely to access the rF DIY tools, educational materials, and DIY features on the rF website (“DIY Tools”) and without having rF provide any services with respect any Client Accounts (defined below) and in accordance with the terms and conditions of this Agreement; and
The parties intend to set forth their mutual agreements and understandings in writing.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Limited Relationship at Freemium Level. By signing this Agreement, Client selects Freemium Level and agrees that rF will not provide any assistance or advice with respect to any Client Accounts, as Freemium Level includes only access to the rF educational materials, financial calculators, and other DIY tools on the rF website. Client understands that rF is not providing Client with any investment advice, directly or indirectly, as a result of Client using the DIY tools, that rF is merely providing Client with access to the DIY tools for educational and informational purposes only, and rF expressly disclaims any liability that stems from Client’s use of or reliance upon the DIY tools. At any time, Client may ask rF to provide additional assistance, and in that case, the parties agree to sign a different rF Services Agreement, which will supersede this Agreement upon its execution. Client understands and accepts the limitations, risks, and potential liability of not having rF provide any assistance or advice with respect to Client’s Accounts.
No Fees. rF agrees that it will not charge Client any fees for Freemium Level.
Custodians and Client Accounts. With respect to Client accounts (collectively, “Client’s Accounts” or individually, a “Client Account”), Client acknowledges that rF will not retain control or custody of Client’s Accounts, nor will rF have any access or control over Client’s Accounts or Assets. If Client would like rF to assist with any one or more of its Client Accounts, then the parties agree to sign a different rF Services Agreement, which will supersede this Agreement upon its execution. Since rF will not retain control or access to Client’s Accounts, Client must utilize one or more of Client’s own custodians (“Custodian”) to do so. All Custodians charge transaction fees, other fees, and expenses for the Custodian’s services, which are disclosed in Client’s documents and agreements with such Custodians (“Custodian Agreements”). Client understands that Custodians may be able to adjust such costs as described in the Custodian Agreements. Client acknowledges and understands that rF receives no financial compensation from any Custodian. Client understands that Client may not receive certain benefits that rF can obtain for its other clients, including for example, negotiation of volume discounts or block trades, depending on the brokerage firm and custodial arrangements. rF may, but is not required to, notify Client of ways to reduce (or avoid an increase in) Client’s transaction costs and other fees, but Client acknowledges and agrees that Client is solely responsible for understanding and addressing all fees and costs of such Custodian. Client agrees to hold rF and its members, officers, directors, affiliates, employees, and contractors (the “rF Parties”) harmless for any acts or omissions of any such Custodian in connection with Client’s Custodian Agreements. In no event will rF have any liability with respect to the acts, omissions, conduct, fees of any Client Custodian.
Duties and Liability Limitations. rF represents and warrants to Client that rF is registered, and will remain registered while this Agreement is in effect, as an Investment Advisor under the rules and regulations of: (i) all states where rF does business or has clients; and (ii) the Investment Advisers Act of 1940 (the “Act”) and that the rF Parties will comply with the Act and all other applicable federal and state laws, regulations, orders, and rules relating to financial planners and investment advisers (collectively, the “Adviser Rules”), including the duty of loyalty and care to act as a fiduciary on behalf of Client with utmost good faith and full and fair disclosure of all material facts. Client agrees to hold harmless and release the rF Parties from all liability or damages resulting from any act or omission in connection with this Agreement, except in the case of breach of the above-described duties, gross negligence, or willful misconduct. Notwithstanding the foregoing, nothing contained in this Agreement will be deemed to limit any Client rights under the Adviser Rules nor will anything in this Agreement cause Client to be deemed to have waived any claim against rF for any failure of rF to comply with the Adviser Rules. Client further agrees to hold harmless and release the rF Parties from all liability and damages from any action or omission in connection with this Agreement caused by third parties, Client’s Custodians, third-party software providers, and other vendors.
Confidentiality. All information furnished by one party to the other (except information available to all rF clients on the rF website) will be confidential and will not be disclosed to any third parties, except otherwise agreed by the parties in writing or as required by law, including the Adviser Rules.
Termination. Either party may terminate this Agreement at any time upon written notice to the other party (email is sufficient), provided however, no termination may be retroactive. The parties agree that this Agreement will terminate upon Client’s death.
Market Risk and Acknowledgment of Risks. Client understands and agrees that there are significant risks associated with investing in securities, including but not limited to, the complete loss of assets invested, and such risks exist even when Client’s Account is managed in accordance with the investment objectives and/or model portfolios. Past performance of any security does not indicate its future performance. rF does not and cannot guarantee the future performance of any Asset or any Account, promise any specific level of performance, or promise that investment decisions, strategies, or models, will be successful. Client represents and warrants to rF that no rF Parties have made any guarantee, either oral or written, that Client’s investment objectives, or any particular performance of any investment or Client Account, will be achieved.
Client Receipt of Documents. Client acknowledges that Client has received and read a copy of rF’s Firm Brochure Form ADV - Part 2A, as filed with the Securities and Exchange Commission and/or State Investment Adviser Regulators. Client further acknowledges receipt of the rF Privacy Notice Policy and the rF Customer Relationship Summary (Form CRS), also known as Form ADV Part 3.
Class Actions, Bankruptcies, and Other Legal Proceedings. Client acknowledges and understands that rF is not a law firm and thus cannot offer Client any legal advice. As such, rF will not advise Client, nor act on Client’s behalf, with respect to any legal proceedings affecting a Client’s Account in any manner, including but not limited to, class actions, bankruptcies, or any other legal cases or claims without limitation.
Amendments. Client may not amend this Agreement without rF’s signed written consent. rF may amend this Agreement upon written notice to Client as provided below, except that rF may not amend this Agreement to charge fees without Client’s signed written consent. Any rF amendment to this Agreement will become effective thirty (30) days from the delivery date to Client pursuant to the notice provisions below, unless Client otherwise agrees to a shorter time frame in writing.
Capacity. Client represents and warrants to rF that Client has the capacity and right to enter into this Agreement and perform all its obligations under this Agreement without any restriction whatsoever by any other agreement, document, or otherwise. rF represents and warrants to Client that rF has the capacity and right to enter into this Agreement and perform all its obligations under this Agreement without any restriction whatsoever by any other agreement, document, or otherwise.
Notices. Any notice required or permitted to be given under this Agreement will be properly made if in writing and sent via any method (including hand delivery, email, or fax) that provides proof of delivery to the party for whom intended at the address for such party set forth below, or at such other address or addresses as either party may designate from time to time by giving notice to the other party in the foregoing manner. Email will satisfy this requirement if provided below.
Governing Law and Dispute Resolution. All questions concerning the validity, intention, or meaning of this Agreement, or relating to the rights and obligations of the parties with respect to the performance hereunder will be construed and resolved under the laws of the State of Ohio without regard to conflict or choice of law provisions. For any dispute in connection with this Agreement, the parties agree to first attempt to mutually resolve the dispute informally via negotiation then with formal mediation. If the dispute has still not been resolved after formal mediation, the Parties agree the courts located in Franklin County, Ohio will be the exclusive venue to resolve disputes and consent to the jurisdictions of such courts. If it becomes necessary to bring suit to enforce any provision of this Agreement, the prevailing Party will be entitled to recover, in addition to any other award, its reasonable costs incurred in connection therewith, including court costs and attorney’s fees. Notwithstanding anything herein to the contrary, the parties agree that in any case, rF liability will not exceed $100.
Severability. The parties intend to comply fully with all laws and public policies to the greatest extent possible. If any court of competent jurisdiction determines it is impossible to construe any provision of this Agreement consistently with any law or public policy, the parties agree: (i) that such court will have jurisdiction to reform this Agreement to the smallest degree possible with regard to such provisions so that it is enforceable to the maximum extent permitted by law; and (ii) to abide by such court’s determination. If such unenforceable provisions cannot be reformed, such provision will be deemed severed from this Agreement, but every other provision will remain in full force and effect.
Non-waiver. No failure by a party to insist upon strict compliance with any term of this Agreement, to exercise any option, enforce any right, or seek any remedy upon any default of the other party will affect, or constitute a waiver of, the first party’s right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default; nor will any custom or practice of the parties at variance with any provision of this Agreement affect, or constitute a waiver of, any party’s right to demand strict compliance with all provisions of this Agreement.
Construction. This document contains the entire agreement between the parties and supersedes any prior or contemporaneous discussions, negotiations, representations, or agreements between them relating to the subject matter of this Agreement. The Recitals at the top of this Agreement are hereby incorporated herein by this reference. The captions of the various sections are not part of the context but are only labels to assist in locating those sections and will be disregarded when construing this Agreement. This Agreement may be executed in multiple originals, with the same effect as if the Parties had signed the same document. The Parties agree that facsimile, photocopy, or digital copies of signatures or this Agreement will be deemed as originals for all purposes.
Successors. This Agreement is binding upon, inures to the benefit of, and is enforceable by and against the respective heirs, legal representatives, successors, and assigns of each party.
Electronic Delivery. Client authorizes rF to deliver, and Client agrees to accept, all required regulatory notices and disclosures, as well as other correspondence from rF, via email and/or via rF’s website. rF will have completed all delivery requirements upon forwarding such items to Client’s last provided email address or upon advising Client via email that such document is available on rF’s website, as the case may be.

IN WITNESS WHEREOF, the parties have signed, or caused their duly authorized representative to sign, this Agreement below on the dates under their respective signatures to be effective as of the Effective Date.

Addendum A - Primary Custodians

PLACEMENT OF BROKERAGE SERVICES WITH PERFORMANCE REPORTING THROUGH rF LLC USING OUR LIST OF PRIMARY CUSTODIANS BELOW:

Charles Schwab
TIAA CREF
Fidelity Investments
Nationwide (Jefferson National)
AXOS
Interactive Brokers
Lincoln Financial
Vanguard
Kingdom Trust/Choice Pro
OnRamp
Mid Atlantic
Capital Group/American Funds
Altruist
Miscellaneous Held Away via Fjord/Pontera

Client may choose any Primary Custodian or Secondary Custodian to open an Account. However, the use of Secondary Custodians can inhibit rF’s reporting, trading, and oversight capabilities. Client is encouraged to utilize a Primary Custodian whenever possible. The Custodian/Broker-Dealers charge transaction fees and other fees for their services. The Custodian/Broker-Dealer’s transaction fees and other fees are disclosed in the Account documents provided by the Custodian/Broker-Dealer and may be changed by such Custodian/Broker-Dealer upon notice to Client as described in the Account documents. rF receives no financial compensation from the Custodian/Broker-Dealer for their transaction fees and other fees.

For any Client account subject to ERISA, Client represents and warrants that Client will monitor the services provided by Client’s selected Custodian to assure that Client’s Account receives “best execution”, that Client pays reasonable commissions to such Custodian, and that the use of Client’s selected Custodian is for the exclusive benefit of the Plan.

In consideration of rF’s agreement to direct transactions to the Primary Custodians and Secondary Custodians, Client hereby releases the rF Parties. Client agrees to indemnify and hold each of the rF Parties harmless from any expense, damages or liabilities, including, without limitation, reasonable attorney’s fees, which any of them may incur in the enforcement of this indemnification or as a result of or relating directly or indirectly to this Agreement.

By agreeing to this Addendum, Client hereby acknowledges the risks of using one or more of the selected Primary Custodians or Secondary Custodians.

Do you agree?

Yes

Addendum B – Freemium+

MANAGEMENT FEE

The fee schedule below sets forth rF’s annual fee rendering the Limited Services pursuant to this Agreement for the Freemium+ level. There is no fee for Freemium level. The Advisory fees for all Accounts are charged as follows:

Monthly AUM Fee Payable in Advance - At the beginning of each calendar month, rF will charge an asset-based fee (i.e. 1/12 of the annual fee), payable in advance, and based upon the calculation of the value of the total assets under management (“AUM”) in such Account at the end of the immediately preceding calendar month, as determined by the Custodian.

Fees are blended. For example, for a Freemium+ client whose AUM is $125,000 in value, the monthly fee is calculated by totaling = $1,125 divided by 12, or $93.75/month

Freemium+ AUM Fee Schedule:

AUM	Freemium
$0.00 - $99,999.99	1.000%
$100,000.00 - $999,999.99	0.500%
$1,000,000.00+	0.350%
Minimum Fee	$0
Additional fee for rFjord noncompliance+	0.25%

+ This fee only applies, in addition to the above fee, on Accounts where Client chooses to use rFjord instead of a Primary Custodian.

Do you agree?

Yes

Addendum C - FEE PAYMENT AUTHORIZATION

Please Check Below (if applicable):

Client authorizes the rF annual fee to be deducted monthly, in advance, from the Client Account pursuant to this Agreement. Also, if a Client bill for rF’s fees remains unpaid for a period of sixty (60) days, then Client authorizes rF to cause such bill to be paid from Client’s Account.

Do you agree?

Yes

Client

Name:

Date: May 23, 2025

Address:
Phone:
Email:

rebel Financial, LLC

Name: W. Phil Ratcliff

Title: President

Date: May 23, 2025

5940 Clyde Moore Dr., Ste. C
Groveport, Ohio 43215
Phone: (614) 441-9605
Email: support@rebelfinancial.com

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