Investment Advisory Agreement

Form dated: 2026-08-26

This is the written advisory agreement between Ohey Inc and you. It is the document the Terms of Service refers to when it says that no advisory relationship exists until you and Ohey Inc have signed a separate written advisory agreement. It sets out what we will do, what we will not do, what it costs, how long it lasts, how either of us ends it, and what we owe you while it is in force.

1. The parties, and what this agreement is

This Investment Advisory Agreement (the "Agreement") is between Ohey Inc, a company incorporated in the United States (the "Adviser", "we", "us"), and the individual who accepts it (the "Client", "you").

The Adviser operates a website and product called RingMaster (the "Service"). This Agreement governs the advisory relationship between us. It sits alongside the Terms of Service, the Privacy Policy, the Disclosures page, Form ADV Part 2A and Form CRS. Where this Agreement and any of those documents conflict on the subject of the advisory relationship, this Agreement governs. See section 17.

2. When this Agreement takes effect

The following apply:

1. This Agreement takes effect when you accept it. Acceptance is the act of pressing the control that says so, and it is recorded with a timestamp.
2. Nothing short of this Agreement creates the advisory relationship. Using the Service, opening a free account, completing the questionnaire, being shown a book, or joining any list does not create one, and none of those things is a substitute for this Agreement.
3. The Adviser will deliver its Form ADV Part 2A brochure and its Form CRS to you at or before the time this Agreement takes effect.

This section completes, and does not contradict, section 5 of the Terms of Service.

3. Scope of services

From the effective date, and for so long as this Agreement is in force, the Adviser will provide the following and nothing else:

1. A questionnaire. The Adviser will present you with a questionnaire covering your identity and age, your state of residence, your investment objective, your time horizon, your risk tolerance, the largest fall in value you could sit through before you would sell, your liquid net worth, your investing experience and knowledge, whether your brokerage account supports margin and short selling, whether that account meets the pattern day trader equity minimum, and a broad band for the amount you plan to invest through the account. Certain further questions are optional and are labelled as optional.
2. A rules-based mapping to one model portfolio. The Adviser will apply a fixed, published set of rules to your answers and will identify ONE model portfolio (a "book") from a finite set of pre-built books maintained by the Adviser. A book is a list of holdings and the weight of each holding. The rules are applied by software in a fixed order. The mapping is deterministic: the same answers produce the same book.
3. The reasoning. The Adviser will show you, in plain language, each rule that was applied to your answers and what it did, including any rule that moved you to a more cautious book.
4. Maintenance and publication of the books. The Adviser will maintain the books and republish them on their stated cadence, and will publish the risk state of those books to which a risk overlay applies.
5. Re-mapping on request. You may change your answers at any time. The Adviser will revalidate the whole questionnaire and apply the same rules again to your revised answers.

The books are not individualised. Each book contains the same holdings and the same weights for every client to whom it is shown. What your answers determine is which book you are shown, not what is in it. Your maximum loss answer can only move you toward a more cautious book and can never move you toward a riskier one.

The Adviser provides no financial planning, no tax advice, no legal advice, no estate planning, no insurance advice, no retirement plan advice, no advice on any account or holding you have elsewhere, and no advice on any security outside the published books. The Adviser does not advise on proxies or on corporate actions and will not vote any security on your behalf.

4. The Adviser is non-discretionary, holds no custody, and places no orders

This section states limits the Adviser intends to be held to.

1. No discretion. The Adviser has no discretionary authority over any account of yours and will not accept any. It cannot decide what is bought or sold, in what amount, or when.
2. No custody. The Adviser never holds, receives, or has access to your money or your securities. It has no authority to withdraw anything from any account of yours, no standing letter of authorisation with any custodian, and no ability to debit any fee from an investment account.
3. No execution. The Adviser places no orders, ever, for you or for anyone.
4. No brokerage connection. The Adviser does not connect to your broker, does not ask for and does not want your broker credentials, and cannot transmit an instruction to any broker.
5. No automated trading and no mirroring. Nothing in the Service can trade on your behalf or copy a book into your account.
6. Every decision and every trade is yours. You decide whether to act on anything the Adviser shows you, in what size, at what time, and in which account. You place and execute every order yourself, at your own broker. You are responsible for the outcome, for meeting your broker's rules including margin rules and the pattern day trader rule, and for your own taxes.
7. No proxy voting, and no issuer communications. The Adviser does not vote proxies for you and will not accept authority to do so. It does not advise you how to vote. It does not receive, forward, or act on proxy materials, class action notices, tender offers, corporate action elections or any other communication from an issuer, a transfer agent or your broker on your behalf, and it has no authority to file or to decide whether to file a claim in a class action for you. All of that goes to you, at your broker, and every decision on it is yours. This is deliberate and it follows from section 5: advice under this Agreement is delivered only through the website, and voting a proxy or advising on one would be advice given outside it.

The Adviser will not accept an instruction from you to place a trade, and any such instruction is void.

5. Advice is delivered only through the website

All services under this Agreement are delivered exclusively through the Adviser's interactive website. There is no telephone advice line, no in-person or video meeting, no advice by email or message, and no individual assigned to you as an adviser or a representative.

This exclusivity is required by Rule 203A-2(e) of the Investment Advisers Act of 1940, and it is a limit on the relationship rather than a description of its style. If you need advice from a person who knows your whole situation, this Service is not that, and you should engage someone who is.

Communications about your account, such as a notice that this Agreement or a disclosure document has changed, are administrative and are not advice.

6. Your representations, and your duty to keep them current

You represent to the Adviser, on the date you accept this Agreement and on each date the Adviser provides services under it, that:

1. you are at least 18 years old, are a natural person resident in the United States, are using the Service for your own account, and have the legal capacity to enter into this Agreement;
2. every answer you have given in the questionnaire is true, complete and current, and none of them is exaggerated, guessed at, or given to reach a particular book;
3. you are not relying on any statement, promise or assurance made by or on behalf of the Adviser other than in this Agreement and in the disclosure documents it refers to;
4. you understand that the Adviser has no information about you except your answers, and that it will act on those answers as given; and
5. you have received the Adviser's Form ADV Part 2A brochure and its Form CRS, and have had the opportunity to read them.

You agree to update your answers promptly whenever your circumstances change in a way that makes any of them inaccurate or out of date, including a change in your objective, your time horizon, your risk tolerance, the loss you could sit through, your liquid net worth, the size of the account you invest through, your state of residence, or the capabilities of your brokerage account. You can do this at any time in the Service, and you do not need the Adviser's permission or a reason.

You acknowledge that if your answers are wrong or out of date, the book you are shown may be a poor fit for you, and neither the Adviser nor the software will notice. The Adviser has no way to verify what you tell it and does not attempt to.

Every change you make is validated in full and recorded, with what changed, from what value, to what value, when, and from what network address. Your earlier answers remain on record. This record exists so that both of us can later establish what you told the Adviser and when.

7. Fees

1. No fee is charged. As at the date of this Agreement the Adviser charges the Client no fee of any kind for the Service. Checkout runs on the payment processor's test configuration, which cannot move real money: choosing a plan is not a purchase, no real card can be charged, and no amount is or becomes due from the Client under this Agreement.
2. No other compensation. The Adviser receives no commission, no markup, no payment for order flow, no referral or solicitation fee, no soft dollar benefit, and no compensation from any third party in respect of the Client. The Adviser does not sell Client data.
3. No performance-based fee. The Adviser will not charge, and this Agreement does not permit, any fee based on a share of capital gains or capital appreciation of the Client's funds, or any fee that varies with the results of any account.
4. No deduction from an investment account, ever. Any fee the Adviser ever charges will be paid by the Client directly, by card, to a payment processor. The Adviser has no access to any Client account and will not acquire the ability to debit one.
5. How a fee would be introduced. The Adviser may introduce a subscription fee for the Service only by all of the following, in this order, and a step that is skipped is a fee that is not owed:
   1. the Adviser amends its Form ADV Part 2A to state the actual fee schedule and delivers the amended brochure to the Client;
   2. the Adviser gives the Client written notice of the proposed fee schedule, the billing period, and the cancellation and refund terms, not less than thirty days before it would take effect;
   3. the Client separately and affirmatively consents to that fee schedule, in a step presented on its own and recorded with a timestamp; and
   4. the Client provides a payment method.
6. Silence is not consent. Continuing to use a free Service is not agreement to a fee. A Client who does not consent to a fee schedule is not charged, and the Adviser's only remedy is to stop providing the paid part of the Service or to terminate under section 9.
7. Costs the Client bears that are not the Adviser's fee. The Client pays their own brokerage commissions and per-order charges, the spread between the bid and the offer and any movement in price before a fill, borrow costs and stock loan fees on any short position, margin interest, regulatory and exchange fees, and their own taxes, including the tax consequences of turnover in a taxable account. The Adviser receives no part of any of these.
8. Automatic renewal, and cancelling takes no more steps than subscribing. If a subscription fee is ever introduced under 7.5, it is a subscription that renews automatically until you cancel it: the monthly schedule renews each month and the annual schedule renews each year, at the price disclosed to you. Before you subscribe, the Adviser will show you, on the same screen and next to the control you press, that the plan renews automatically, how often it renews, what the renewal will cost, and how to cancel. Your consent to the automatic renewal terms is asked for separately, in a step presented on its own, and is recorded with a timestamp. Immediately after you subscribe the Adviser sends you an acknowledgment you can keep, carrying the renewal terms, the cancellation policy and how to cancel. You can cancel in the Service, in the same place and in no more steps than it took to subscribe, at any time, without speaking to anybody and without being asked for a reason. For an annual schedule the Adviser will remind you before it renews. If the Adviser fails to do any of this, California law treats what it provided as an unconditional gift to you, and the Adviser will not argue otherwise.

The fee schedule and its timing, stated here so this Agreement does not leave open what the brochure has settled. The fee is a single flat subscription of $19 per month, or $190 per year paid up front. Both schedules buy the same service. Annual works out cheaper: twelve months bought monthly would be $228, so paying yearly saves you $38. You pay for ten months and get twelve. Every fee is charged in advance and never in arrears: the monthly schedule one month ahead each time, the annual schedule twelve months ahead in one payment. New subscribers get a 14 day free trial of the paid plan: a card is required, nothing is charged during the trial, the first charge comes when the trial ends, and cancelling during the trial costs nothing. No fee is ever charged for a period already elapsed. On cancellation of a monthly subscription, access runs to the end of the month already paid for, there is no further charge, and there is nothing to refund.

How you get a prepaid annual fee back, in the same words the pricing page and the brochure use. Annual is billed once, up front, for twelve months. If you cancel part way through, we refund the whole months you have not used, at one twelfth of the annual price each, and we do not keep a cancellation fee. The month you are in is not refunded because you had access for it. That is $15.83 back for every whole month you did not use. There is no administration charge, no minimum term and no founding-member or other differential rate: there is one plan at one price, and a no-fee tier.

Nothing has been charged. As of the date of this Agreement the Adviser has no advisory clients, has never charged or collected any fee from any person, and holds no client money. Subscriptions opened today run on the payment processor's test configuration, which cannot move real money. No fee is due from any Client, and no fee is in arrears, because none has ever been payable. This is a statement about billing, not about the free plan, which is a permanent tier of the Service and is not a trial of the paid one.

The fee terms in this section are settled. The fee schedule, the billing period, the advance-not-arrears timing, the refund method and the automatic renewal terms above match Item 5 of the Form ADV Part 2A brochure and Item 3 of the Form CRS. The figures shown in the product are disclosed as planned and are not charged.

8. Term and effective date

This Agreement takes effect on the date the Client accepts it (the "Effective Date"), as provided in section 2.

It continues from the Effective Date until it is terminated under section 9. There is no minimum term, no fixed term, no notice period required of the Client, and no lock-in.

9. Termination

1. By the Client. You may terminate this Agreement at any time, for any reason or for no reason, by writing to [email protected] or by closing your account in the Service. Termination takes effect when the Adviser receives your notice. You do not have to give a reason and you will not be asked for one.
2. By the Adviser. The Adviser may terminate this Agreement on thirty days' written notice to the email address on your account. The Adviser may terminate immediately if you breach this Agreement or the Terms of Service, if the Adviser is required to by law or by a regulator, if the Adviser ceases to offer the Service, or if you cease to be eligible under section 6.
3. Refund of any prepaid fee. If any fee has been prepaid for a period extending beyond termination, the Adviser will refund the unearned portion, calculated pro rata from the date termination takes effect to the end of the paid period, without deduction and without any termination charge, within thirty days. As at the date of this Agreement no fee is charged, so there is nothing to refund.
4. What survives. Termination does not affect anything either of us did before it. Sections 4, 6 (as to the accuracy of what you told us before termination), 7.7, 12, 13, 16, 17 and 19 survive termination, and so do the Adviser's recordkeeping obligations.
5. What happens to your record. On termination the Adviser stops providing the Service. It will delete what it can and will retain only what the books and records rules applicable to an investment adviser require it to keep, including your questionnaire answers, the consents you gave, and the mapping records. The Adviser will tell you plainly what it had to keep. See the Privacy Policy.
6. No advice after termination. After termination the Adviser owes you no advisory duty and provides you with nothing. Any position you hold remains yours, in your own account, and it is entirely your responsibility to decide what to do with it. The Adviser will not tell you when a book you were following changes, and will not tell you to close anything. Read this sentence twice if you hold short positions.

10. Assignment

The Adviser may not assign this Agreement without the Client's consent. No assignment of this Agreement by the Adviser, within the meaning of section 205(a)(2) of the Investment Advisers Act of 1940 and the rules under it, is effective unless the Client has consented to it. That includes an assignment by operation of law and any transaction that would constitute an assignment for the purposes of that section, whether or not it is called one.

Where the Adviser proposes an assignment, it will give the Client not less than thirty days' written notice describing the proposed assignee and the effect of the assignment, and will obtain the Client's consent before it takes effect. A Client who does not consent may terminate under section 9 at any time, and this Agreement ends on the assignment date if consent has not been given.

The Client may not assign this Agreement to anyone.

This section prevails over any provision of the Terms of Service that purports to permit the Adviser to transfer this Agreement or the advisory relationship without the Client's consent. See section 17 and the note for counsel at the top of this page.

11. Fiduciary duty and standard of care

From the Effective Date, the Adviser is a fiduciary to the Client. The Adviser owes the Client a duty of care and a duty of loyalty, must act in the Client's best interest, and must not place its own interests ahead of the Client's.

In this relationship that duty has a specific and limited content, and the Adviser states it rather than leaving it to be inferred:

• The Adviser will make full and fair disclosure of all material facts about the advisory relationship, and of the conflicts of interest described in Form ADV Part 2A, in language the Client can understand.
• The Adviser will design its mapping rules so that they select a book that is suitable for a client with the Client's stated answers, and will apply them as published.
• The Adviser will not withhold from the Client a material limitation of its own method, including the data and model limitations described in Item 8 of the brochure and on the Disclosures page.
• The Adviser will not serve a book that has not passed its internal certification review, to the Client or to anyone else.
• The Adviser will publish no performance figures, and will not present any hypothetical result, or any result reconstructed from historical data, as an indication of what the Client may expect.
• The Adviser will act with the care, skill and diligence that a prudent person in its position would use.

The Adviser's duty is owed in respect of the services described in section 3 and does not extend to matters the Adviser does not undertake, including the Client's overall financial situation, holdings elsewhere, tax position, or the execution of any order. Nothing in this section, and nothing anywhere in this Agreement, limits any duty the Adviser owes the Client under the federal securities laws or under any state securities law. See section 13.

12. Risk acknowledgment

The Client acknowledges and agrees that:

• investing involves risk of loss, including the loss of everything invested, and the Client is able to bear that loss;
• past results do not indicate future ones, and the Adviser publishes no performance figures of any kind, anywhere, to anyone;
• a book is a model portfolio and not a forecast, not a guarantee, and not a promise about the future;
• the ranking that produces a book is a rank statistic and not a prediction of a price or a return;
• where an input the model expects is not available at the time of scoring, the pipeline substitutes a value derived from its training data and does not warn, so the effective model may rest on fewer varying inputs than it was designed around, and a hollow ranking is indistinguishable from a healthy one by inspection;
• some books hold short positions, whose losses are not limited to the amount invested, which require a margin account, and whose borrow can become expensive or be withdrawn without notice;
• books hold a small number of names, so a single adverse event can move the whole book;
• the Client's own fills will differ from the prices recorded in a model book, sometimes materially, and the difference is borne entirely by the Client;
• every client entitled to a book sees it at the same moment, so clients may compete with one another for the same liquidity, and the Adviser has no way to sequence or allocate among them;
• data shown in the Service may be delayed, incomplete, stale or wrong, and the Service can be unavailable;
• the mapping is software with no human override, and a defect in it would apply to everyone it touched at once; and
• the Adviser knows nothing about the Client except the Client's answers.

The Client agrees that no statement in this section is a limitation of the Adviser's duties. It is a statement of facts about the Service that the Client confirms having understood.

13. Nothing here waives any right you have under the securities laws

This Agreement does not take away any right you have under the law. Nothing in this Agreement waives, limits, or is intended to waive or limit, any right or remedy you have under the federal securities laws or under any state securities law, and nothing here limits liability for our own fraud, willful misconduct, or gross negligence, or any other liability that cannot lawfully be limited. If any part of this Agreement conflicts with that principle, that principle wins.

In particular, and without limiting that: nothing in this Agreement is a waiver of compliance with any provision of the Investment Advisers Act of 1940 or of any rule under it, and any provision that would be such a waiver is void to that extent and severed. Nothing in this Agreement prevents you from bringing a matter to the SEC, to a state securities regulator, or to any other regulator, or requires you to give up a forum that the law reserves for you.

14. Electronic delivery

The Client consents to receiving from the Adviser, electronically, all documents, disclosures, notices and other communications relating to this Agreement and the Service, including the Form ADV Part 2A brochure and any amendment or summary of material changes to it, Form CRS, the privacy notice, notices of amendment to this Agreement, and notices under sections 7, 9 and 10.

Delivery is made by displaying the document in the Service or by sending it, or a link to it, to the email address on the Client's account. It is the Client's responsibility to keep that address current and to be able to receive and read documents at it. To read, print or save these documents you need an internet connection, a current web browser, and an email account.

You may withdraw this consent, or ask for a paper copy of any document, at any time and free of charge, by writing to [email protected]. Withdrawing it does not affect the validity of anything delivered before you did. Because the Service is delivered exclusively through a website, a Client who cannot receive documents electronically may not be able to use the Service, and the Adviser will say so rather than delivering them in a way the Client cannot read.

15. Amendment

The Adviser may amend this Agreement only as follows:

1. The Adviser gives the Client written notice of the proposed amendment, with the new text or a fair summary of it, not less than thirty days before it would take effect.
2. An amendment that introduces or increases a fee, that reduces the Adviser's duties, or that expands the Adviser's rights of assignment, requires the Client's separate affirmative consent under section 7.5 or section 10 and does not take effect without it.
3. Any other amendment takes effect on the stated date unless the Client terminates under section 9 before then. Termination is always available, at no cost, and with no notice period.
4. No amendment applies retrospectively to anything that happened before it took effect.
5. No variation of this Agreement is effective unless it is made under this section. Nothing said in a conversation, a support message, a marketing page or a blog post amends this Agreement.

16. Governing law and disputes

This Agreement is governed by the laws of the State of California, without regard to its conflict of law rules. Ohey Inc is a California corporation and its only place of business is in Pleasanton, California.

The state courts located in Alameda County, California, and the United States District Court for the Northern District of California, are a proper venue for any dispute arising out of or relating to this Agreement, and you and Ohey Inc each consent to the jurisdiction of those courts. That venue is not exclusive. Nothing in this section limits any right you have to bring a claim in any other forum where the law allows you to bring it.

There is no arbitration clause in this Agreement, and there is no jury waiver and no class action waiver. The Adviser does not require you to arbitrate a dispute, does not ask you to give up a jury, and does not ask you to give up the right to take part in a class or representative action. If that ever changes it changes only by an amendment under section 15, and the Adviser will treat such an amendment as one that reduces its duties, so it will not take effect without your separate affirmative consent.

Nothing in this section limits any right you have to bring a matter to a regulator, and nothing here requires you to give up a forum that the law reserves for you. See section 13.

17. Entire agreement

This Agreement, together with the Terms of Service, the Privacy Policy, the Disclosures page, Form ADV Part 2A and Form CRS, is the whole agreement between the Client and the Adviser about the advisory relationship, and it replaces anything said or written before it about that subject.

Where this Agreement conflicts with any of those documents on the subject of the advisory relationship, this Agreement governs. That includes, specifically, the assignment provision in section 19 of the Terms of Service, which does not apply to this Agreement: section 10 of this Agreement applies instead.

It also includes, and this is stated so that nobody has to reason it out, the disclaimer of warranties in section 13 of the Terms of Service, the limits on liability in section 14, and the indemnity in section 15. None of those three applies to the advisory relationship, or to anything the Adviser does or fails to do as your investment adviser. The Adviser's duty to you as an adviser is the fiduciary duty stated in section 11 of this Agreement. It is not disclaimed, it is not capped at any amount, and it is not shifted to you by any provision of the Terms of Service or of any other document. The Terms of Service govern your use of the website as a website, and nothing more than that.

If a court finds any part of this Agreement unenforceable, the rest stays in force. A failure to enforce a provision straight away is not a waiver of it. This Agreement is between the Client and the Adviser only and confers no right on any third party.

18. Notices

Notices to the Adviser go to [email protected]. Notices to the Client go to the email address on the Client's account, or are displayed in the Service. The Adviser aims to reply to any notice within five business days.

19. Acceptance, and how it is recorded

There is no paper to sign and no wet signature. You accept this Agreement in the Service, by an affirmative act: you check a box, or click a button, that is presented on its own and identifies this Agreement by name. There is no "accept all" control, here or anywhere in the onboarding flow, because a single click that accepts nine things is not nine acts of assent.

When you accept, the Adviser records, in an append-only register that is not rewritten afterwards:

That record is the Adviser's evidence that you accepted this Agreement, and it is equally your evidence of what you were shown. It is retained for as long as the books and records rules applicable to an investment adviser require, and it is not deleted on request while that is the case. An electronic acceptance recorded this way has the same effect as a signature on paper.

Investing puts your money at risk and you can lose money, including all of the money you put in.