Last Updated: 07/30/2017

THIS AGREEMENT GOVERNS USAGE OF SMART AUTO-TRADING (THE SERVICE). BY USING SMART AUTO-TRADING, YOU AGREE TO THE TERMS THAT GOVERN THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" OR "USER" OR "CLIENT" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE SMART AUTO-TRADING.

INTRODUCTION

Stock Circles Inc. (Stock Circles) provides a professional auto-trading service via Smart Auto-Trading, an application that uses Artificial Intelligence concepts, social media and market data to screen, monitor and auto-trade S&P 500, NASDAQ 100 and DOW 30 stocks on an ongoing basis.

METHOD OF ANALYSIS

Smart Auto-Trading uses a computer model to build a continuous picture of S&P 500, NASDAQ 100 and DOW 30 by using Artificial Intelligence concepts, social media and market data.

Smart Auto-Trading’s proprietary method of analysis consists of building a multi-dimensional picture of the market. Instead of using Fundamental or traditional Technical Analysis, the computer-model uses Artificial Intelligence concepts to extract knowledge from social media and market data about the stocks it monitors. It applies various statistical analyses in real-time to inform User strategies about proper course of actions for the securities they monitor or hold in-market.

Smart Auto-Trading features a rules engine designed to help Users build their personalized trading strategy. The rules engine let Users build Long, Short or Hybrid Long/Short strategies, configure market entry and market exit parameters, including profit taking targets and risk management. The rules engine provides options to adequately respond to all possible market conditions, including mixed and down markets.

All Users are receiving the same dynamically generated market picture in real-time.

INVESTMENT STRATEGIES

Smart Auto-Trading actively trades the S&P 500, NASDAQ 100 and DOW 30 stocks resulting in short term trades. Smart Auto-Trading’s generated market picture is capitalizing on rumors, news, significant events and price changes. Its rules engine uses the dynamically generated market picture to execute a trading strategy defined by the User. User strategies usually produce short-term trades (investments held less than one year) and frequent trading (selling investments within 30 days or less or in some cases sold within a matter of days or on the same day). Some strategies borrow money via the margin portion of their brokerage accounts.

Continuous Trading: is a trading strategy that keeps stocks in market after hours until they reach a specific profit target. Reaching a profit target is greatly dependent on market conditions. Depending on your strategy, it can take several days to yield a profit or not at all. Continuous Trading will keep unrealized stocks in market after market hours and will sell them if market conditions dictate or if the stocks have reached their profit targets later in the cycle.

Day-Trading: is a strategy that trades between 9:30AM and 4:00PM exclusively. Once a trading day is approaching close time, the service sells all positions. This method ensures that no money is left in market after hours. Unless you stop the strategy, the service will start again the next business day without needing your intervention.

Short Sales: A short sale is generally the sale of a stock not owned by the investor. Investors who sell short believe the price of the stock will fall. If the price drops, the investor can buy the stock at the lower price and make a profit. If the price of the stock rises and the investor buys it back later at the higher price, the investor will incur a loss. Short sales require a margin account.

Margin Transactions: When an investor buy a stock on margin, the investor pays for part of the purchase and borrows the rest of the purchase price from a brokerage firm. For example, an investor may buy $5,000 worth of stock in a margin account by paying for $2,500 and borrowing $2,500 from a brokerage firm. Clients cannot borrow stocks from Stock Circles.

In line with FINRA rules for equity Day-Trading, the maximum leverage in the account (measured by the ratio of the absolute value of positions, to the net worth of the account) may not exceed four (4) times. Stated differently, Day-Trading Rules require 25% margin requirement on any purchases or short sales, hence lead to 4:1 leverage. Note also that, in terms of FINRA day trading rules, the firm would be considered to be a "pattern day trader". (The FINRA rule says that any properly qualified margin account that places four or more day trades within five business days is deemed to be a pattern day trading account). Since Stock Circles is not custodian of User Accounts, the FINRA rule is handled by Ally Invest, the broker/dealer. Smart Auto-Trading is only responsible for buying and selling as specified by the trading strategy.

Borrowing money to trade in stocks is always a risky business. Day trading strategies demand using the leverage of borrowed money to make profits. This is why many day traders lose all their money and may end up in debt as well. Day traders should understand how margin account works, the rules surrounding a margin call, and the potential for getting in over their heads. To this effect, Stock Circles provide additional educational material as a convenience from Ally Invest; Margin Accounts Agreement and Disclosure, to help Users learn about various risks associated with trading using the margin portion of their account. Stock Circles' therefore recommend using only the cash portion of your account to trade.

PERFORMANCE RESULTS

Simulations use the same trading engine as real-trading. Real-trading performance results may vary based on broker/dealer execution, latency of execution and other factors. Final trading records from the broker/dealer should therefore be regarded as the final source of truth.

Smart Auto-Trading results are calculated based on gross, pre-commission and pre-tax performance. No representation is being made that any User account will or is likely to achieve profits or losses by using Smart Auto-Trading. Individual results will vary based on market conditions, service availability, User's trading strategy and data accuracy.

TAXES

Smart Auto-Trading produces short-term trades. Short-term trades are taxed at a higher rate than long term investments. From a tax perspective, It might make sense for you to use Smart Auto-Trading in a tax-deferred accounts such as IRA, Rollover IRA, SIMPLE IRA, UGMA, Keogh or 529 College plan. As a User, you should consult your CPA or financial representative to ensure that your investment strategy is suitable for your investment profile before trading using Smart Auto-Trading.

RISKS

Past performance is not indicative of future results. Therefore, you should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, mutual funds, and bonds, etc.) involves risk of loss. Further, depending on the different securities there may be varying degrees of risk. You should be prepared to bear investment loss including loss of original principal.

Because of the inherent risk of loss associated with investing, our firm is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to market corrections or declines. There are certain additional risks associated with investing in securities through Smart Auto-Trading, as described below:

Market Risk: Either the stock market as a whole, or the value of an individual company, goes down resulting in a decrease in the value of client investments. This is also referred to as systemic risk.

Equity (Stock) Market Risk: Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer.

Company Risk: When investing in stocks, there is always a certain level of company or industry risk that is inherent in each investment. This is also referred to as non-systematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced.

Management Risk: Your investment will vary in success or failure based on market conditions and trading rules specified in your investment strategy. If your investment strategy his inadequate or the market experiences a correction, the value of your investment will decrease.

Margin Risk: When you purchase securities, you may pay for the securities in full or borrow part of the purchase price from your account custodian or clearing firm. If you intended to borrow funds in connection with your Account, you will be required to open a margin account, which will be carried by the clearing firm. The securities purchased in such an account are the clearing firm’s collateral for its loan to you.

If those securities in a margin account decline in value, the value of the collateral supporting this loan also declines, and as a result, the brokerage firm is required to take action in order to maintain the necessary level of equity in your account. The brokerage firm may issue a margin call and/or sell other assets in your account.

It is important that you fully understand the risks involved in trading securities on margin, which are applicable to any margin account that you may maintain, including any margin account that may be established as part of your auto-trading strategy established by you or Stock Circles to trade using Smart Auto-Trading and held by the account custodian or clearing firm.

These risks include the following:

• You can lose more funds than you deposit in your margin account.

• The account custodian or clearing firm can force the sale of securities or other assets in your account.

• The account custodian or clearing firm can sell your securities or other assets without contacting you.

• You are not entitled to choose which securities or other assets in your margin account may be liquidated or sold to meet a margin call.

• The account custodian or clearing firm may move securities held in your cash account to your margin account and pledge the transferred securities.

• The account custodian or clearing firm can increase its “house” maintenance margin requirements at any time and they are not required to provide you advance written notice.

• You are not entitled to an extension of time on a margin call.

SERVICE

You are strongly encouraged to conduct your own analysis of, and investigation into, the methodologies employed by Smart Auto-Trading in generating its market picture. The fact that a recommendation is generated by Smart Auto-Trading cannot be interpreted as a guarantee of future performance. Investing in securities involves risk of loss that clients should be prepared to bear.

Smart Auto-Trading conducts its analyses using detailed real-time and historical information. As with any investment, past performance is no guarantee of its future success.

Smart Auto-Trading relies on third parties for the provision of social media and market data. Although these parties are generally reliable and reputable, there may be inaccuracies or discrepancies in the information that is beyond Stock Circles’ control.

Smart Auto-Trading implements transactions based on information provided by clients and rely on the client’s ability to provide accurate details on the Initial Dollar Amount to invest and on its ability to build an appropriate trading strategy. If the client does not provide an accurate Initial Dollar Amount or a suitable trading strategy, it may impact the client’s brokerage account negatively. As such, clients are urged to verify their account holdings, Initial Dollar Amount, trading strategy and brokerage account for accuracy.

Smart Auto-Trading provides recommendations based on various quantitative and qualitative models. Computer-generated recommendations, like all investment recommendations, may be subject to bugs or inaccuracies. No guarantee or representation is made that the investment recommendations will be successful. Smart Auto-Trading may simply fail to identify a favorable investment opportunity or to evaluate securities accurately. Furthermore, as market dynamics shift over time, a previous strategy may need to be adjusted to answer new market conditions. As such, clients are encouraged to verify their strategy from time to time. Smart Auto-Trading performs short-term trades. Short-term investments are taxed at a higher rate than long-term investments. As such, clients are encouraged to consult with their CPA and to conduct their own due diligence to ensure that Smart Auto-Trading is appropriate for their financial situation. Additionally, there are certain risks associated with utilizing automated investment tools like the one offered by Stock Circles:

Accuracy: Smart Auto-Trading uses data from 3rd parties and relies on the accuracy of this data to provide its recommendations. The output of the automated investment tool depends upon the accuracy of the information inputted into the tool.

Downtime and/or Delays of Executions: To operate, Stock Circles rely on 3rd party hosting services. Although the supplier is guaranteeing up times of 99.9%, it is possible that the hosting service may become the victim of cyber attacks, natural or man-made disasters provoking unplanned outages. Smart Auto-Trading’s availability depends of its hosting partner ability provide its services.

Brokerage Services: Execution of trades happens in your brokerage account at Ally Invest. Smart Auto-Trading relies on the successful execution of its trades by the broker/dealer system and depends on proper functioning of the broker/dealer systems and ability of the broker to fill the order to operate.

Trading Conflicts: Given that your securities exist in your brokerage account at Ally Invest, we recommend not trading from your brokerage account while Smart Auto-Trading is running. Doing so might trigger conflicts, change the cost basis of securities, can create wash sales and produce unintended results including losses.

Investment Suitability: Smart Auto-Trading does not fit the needs of all investment profiles or investment needs. Because short-term investments are taxed at a higher rate, it may be better suited for tax-deferred accounts. Please make sure to consult with your CPA before using Smart Auto-Trading.

Systems Intelligence Boundaries: Smart Auto-Trading being a tool, it has its limits and should be evaluated as such. Investment tools such as Smart Auto-Trading are not intended to eliminate the need to consult with an Investment Adviser and is not designed to take into account all aspects of one’s financial reality. Stock Circles encourages its clients to continue to seek advice from competent sources to help them make informed decisions.

SUITABILITY TO AUTO-TRADE REAL MONEY

We are recommending you use Smart Auto-Trading in simulation mode for 30 days. Doing so will help you learn about Smart Auto-Trading's benefits and help you gain trust in the service. Once confident in your trading strategy you can elect to use Smart Auto-Trading in Trading Mode. By the terms of this agreement, Stock Circles assumes that when you elect to trade real money, you will have acquired the basic skills and understanding required to auto-trade using Smart Auto-Trading. Namely, by using Smart Auto-Trading in Trading Mode, you acknowledge and agree to the following:

Relevant Experience: You agree that you have used Smart Auto-Trading in simulation mode for the recommended 30 days period or are experienced enough to auto-trade real money.

Discretionary Authority: You grant discretionary trading authority to Stock Circles so Smart Auto-Trading can transact in your brokerage account on your behalf.

Privacy Policy: You have read and agreed to the terms found in the Privacy Policy.

Taxes: You understand how active trading will impact your taxes.

Risk: You understand that investing on the stock market does present inherent risks and that your current performance, does not guarantee future success.

Local Laws: You understand that for real-trading, you will need to be eligible to hold a brokerage account in the US.

CONFLICTS OF INTEREST

Stock Circles does not promote the stocks featured in its application, nor does it receives any compensation from Companies whose stocks appear in the application and it has no financial interest in the outcome of any stock trades referenced in its application.

All registered users receive the same market picture. Smart Auto-Trading's stock screening is impersonal and not tailored to any specific individual's needs. Its receives and processes only publicly available information. Insider trading is therefore immaterial in this context.

CODE OF ETHICS

According to the Investment Advisers Act of 1940, an investment adviser is considered a fiduciary and has a fiduciary duty to all clients. Stock Circles has established a Code of Ethics to comply with the requirements of Section 204(A)-1 of the Investment Advisers Act of 1940 that reflects its fiduciary obligations and those of its supervised persons. The Code of Ethics also requires compliance with federal securities laws. The Code of Ethics covers all individuals that are classified as “supervised persons”. All employees, officers, directors and investment adviser representatives are classified as supervised persons. Stock Circles requires its supervised persons to consistently act in your best interest in all advisory activities. Stock Circles imposes certain requirements on its affiliates and supervised persons to ensure that they meet the firm’s fiduciary responsibilities to you. The standard of conduct required is higher than ordinarily required and encountered in commercial business.

This section is intended to provide a summary description of the Code of Ethics of Stock Circles. If you wish to review the Code of Ethics in its entirety, you should send us a written request and upon receipt of your request, we will promptly provide a copy of the Code of Ethics to you.

AFFILIATES AND EMLOYEES SECURITIES TRANSACTION DISCLOSURE

Stock Circles and its supervised persons may buy or sell equity securities that are also held and traded in client accounts. Securities recommended by Smart Auto-Trading are widely held and publicly traded. In addition, in accordance with its fiduciary duty to clients, Stock Circles and its supervised persons will place client interests ahead of their own interests. Finally, we have developed policies and procedures under our Code of Ethics that require our supervised persons to submit their personal securities holdings and transactions to our Firm. This is done so that we may monitor their investments to ensure compliance with our Code of Ethics and our general fiduciary duty to clients.

For real trading, Stock Circles requires that you hold a brokerage account with Ally Invest an SEC-registered broker/dealer, member FINRA/SIPC, this account will be utilized by Stock Circles to effect trades on your behalf.

At least annually, we will review alternative custodians in the marketplace for comparison to the currently used custodian, evaluating criteria such as overall expertise, cost competitiveness, and financial condition. Quality of execution for custodians will be reviewed through trade journal evaluations.

Stock Circles is independently owned and operated and not affiliated with Ally Invest. Ally Invest does not charge separately for custody but is compensated by account holders through commissions or other transaction-related fees for securities trades that are executed and settle into an account.

The primary factor in suggesting a broker/dealer or custodian is that the services of the recommended firm are provided in a cost-effective manner. While quality of execution at the best price is an important determinant, best execution does not necessarily mean lowest price and it is not the sole consideration. The trading process of any broker/dealer and money manager suggested by Stock Circles must be efficient, seamless, and straight-forward. Overall custodial support services, trade correction services, and statement preparation are some of the other factors determined when suggesting a broker/dealer.

Ally Invest provides us with access to their institutional trading and custody services, which are typically not available to retail investors.

These benefits include, but are not necessarily limited to an on-going access to their trading API and market data; encrypted account balance and securities in holdings; access to a trading desk; and access to an electronic communications network for client order entry and account information.

Ally Invest also makes available to us other products and services that benefit our firm but may not benefit clients' accounts. Some of these other products and services assist us in managing and administering clients' accounts. These include software and other technology that provide access to client account data (such as trade confirmation and account statements); provide research, pricing information and other market data; facilitate payment of the firm’s fees from its clients' accounts; and assist with back-office functions; record keeping and client reporting. Many of these services generally may be used to service all or a substantial number of our accounts, including accounts not maintained at a recommended custodian. Stock Circles is also providing other services intended to help our firm manage and further develop our business enterprise. These services may include consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance and marketing.

Clients should understand that not all investment advisors require the use of a particular broker/dealer or custodian. Some investment advisors allow their clients to select whichever broker/dealer the client decides. By requiring clients to use a particular broker/dealer, Stock Circles may not achieve the most favorable execution of client transactions and the practice requiring the use of specific broker/dealers may cost clients more money than if the client used a different broker/dealer or custodian. However, for compliance and operational efficiencies, Stock Circles has decided to require our clients to use broker/dealers and other qualified custodians determined by Stock Circles.

STATEMENTS AND REPORTS

Stock Circles provides you with a weekly performance report associated with your simulation or trading activities. User Account being held by Ally Invest, all other reports, including tax related documents are produced by Ally Invest and available from the Ally Invest web site.

In addition to the weekly profit and loss performance email sent every week, Smart Auto-Trading provides 24 hours access to User’s statistical information, order history and holdings it is aware of.

You are encouraged to always compare any reports or statements provided by Stock Circles against the account statements delivered from Ally Invest. When you have questions about your account statement, you should contact our firm and the qualified custodian preparing the statement.

Stock Circles does not directly or indirectly compensate any person for client referrals.

Other than the receipt of investment advisory fees detailed in Item 5 of this brochure Stock Circles receives no other forms of compensation in connection with our web-based, investment management services.

CUSTODY

Custody, as it applies to investment advisors, has been defined by regulators as having access or control over client funds and/or securities. In other words, custody is not limited to physically holding client funds and securities. If an investment adviser has the ability to access or control client funds or securities, the investment adviser is deemed to have custody and must ensure proper procedures are implemented.

Based on this definition, Stock Circles does not maintain custody of client accounts. However, we have established procedures to ensure all client funds and securities are held at a qualified custodian (i.e. Ally Invest) in a separate account for each client under that client’s name. Clients or an independent representative of the client will direct, in writing, the establishment of all accounts and therefore are aware of the qualified custodian’s name, address and the manner in which the funds or securities are maintained. Finally, account statements are delivered directly from the qualified custodian to each client, or the client’s independent representative, at least quarterly. Clients should carefully review those statements and are urged to compare the statements against reports received from Stock Circles. When clients have questions about their account statements, they should contact Stock Circles or the qualified custodian preparing the statement.

INVESTMENT DISCRETION CONSENT

Our services are provided strictly on a discretionary basis which means we will have the authority to determine the type of securities and the amount of securities that can be bought or sold for your portfolio without obtaining your consent for each transaction. By using Smart Auto-Trading , you grant Stock Circles trading authority. This will allow us to execute trades in your account using Smart Auto-Trading.

Stock Circles does not vote proxies on behalf of Clients. It is determined that taking on the responsibilities for voting client securities does not add enough value to the services provided to you to justify the additional compliance and regulatory costs associated with voting client securities. Therefore, it is your responsibility to vote all proxies for securities held in your Account.

You will receive proxies directly from the qualified custodian or transfer agent; we will not provide you with the proxies. You are encouraged to read through the information provided with the proxy-voting documents and make a determination based on the information provided.

CANCELLATION PROCEEDURES

For Managed Accounts paying a monthly subscription fee, cancelling your subscription is performed in application or by stopping to trade and draining your stocks still ‘in-market’ to none. Stock Circles will stop billing your credit card at the next billing cycle and you will retain access to the application in simulation mode. For Managed Accounts paying an annual asset management fee, the amount of client assets on the termination date will be used to determine the final fee payment. Termination in this case involves making Stock Circles aware of your decision of wanting to cancel the service by email. A representative will then contact you to make arrangements to take action on your behalf as per your instructions.

OTHER FEES AND EXPENSES

Brokerage expenses and transaction ticket fees charged by Ally Invest are billed directly to your Account by Ally Invest. Stock Circles does not receive any portion of such expenses or fees from you or Ally Invest. In addition, you will incur certain charges imposed by Ally Invest and parties other than Stock Circles in connection with investments made through your account including, but not limited to IRA and qualified retirement plan fees, custodial fees, maintenance fees and other customary fees charged by qualified custodians and broker/dealers. Such fees and expenses are separate and distinct from the fees charged by Stock Circles. We do not receive any portion of such fees or expenses.

BUSINESS OPERATION SUSTAINABILITY STATEMENT

Stock Circles' service is dependent on 3rd party partners to operate. Its service can suffer rare interruptions due to unforeseen situations such as software bugs, hacker attacks, power outages, partner outages and acts of God. In the unlikely event of an outage, it will promptly work towards restoring its service by following its emergency procedures.

ACCESS AND INTERFERENCE NOTICE

By using Smart Auto-Trading, you agree not to engage in any of the following activity:

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 service or any portion of the service, without Stock Circles' express written consent, which may be withheld in Stock Circles sole discretion.

Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots or intelligent agents) to navigate or search the service, other than legitimate commercial search engines and search agents available through the service and other than generally available third-party web browsers (such as Microsoft Explorer).

Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the service.

COPYRIGHTS NOTICE

Any content, user flows and tools made available to use in its service is the copyrighted work of Stock Circles Inc. Smart Auto-Trading is made available solely for use by registered users and is governed by this User Agreement. Any reproduction or redistribution of the Service not in accordance with the User Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

The content published on this service could include technical inaccuracies or clerical errors. Changes are periodically added to the service herein. Stock Circles and/or its respective partners may make improvements and/or changes in the service described herein at any time and without requiring registered user's permission.

CHOICE OF LAW

All service activity or usage referenced in this User Agreement are governed by the laws of the United States of America and the applicable laws of the State of California, without regard to conflict of law principles. You agree that the Federal court of the District of California, if it has subject matter jurisdiction, will have exclusive jurisdiction to hear and determine any claims or disputes between you and Stock Circles, pertaining directly or indirectly to this User Agreement, or to any matter arising from this User Agreement, or any other document executed and delivered in connection with this User Agreement, the use of the service offered by Stock Circles. If the Federal court lacks subject matter jurisdiction, any State court located in Los Angeles County, California, will have exclusive jurisdiction to hear and determine such claims or disputes. To the fullest extent permitted by applicable State and Federal law, you and Stock Circles each agree to waive the constitutional right to a trial before a jury. All disputes and controversies and claims arising out of the use of the service will be resolved either through arbitration or in the courts.

TRADEMARKS

Stock Circles®, the Stock Circles logo, and/or other Stock Circles products referenced herein are either trademarks or registered trademarks of Stock Circles Inc. The names of actual Companies and products mentioned herein may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

Copyright © 2017 Stock Circles Inc. 29315 Stonecrest Rd., Rolling Hills Estates, CA 90275 USA. All rights reserved.