NDTCO Account Agreement - Effective 2026

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Master Definitions

1. Scope & Interpretation

1.1 Applicability 

Capitalized terms used across NDTCO agreements, disclosures, and platforms shall have the 
meanings set forth herein unless the context clearly requires otherwise.

 

1.2 Construction 

Headings are for convenience only. Singular includes plural and vice versa. "Including" means 
including without limitation. References to statutes, regulations, and forms include successors, 
amendments, and substantially similar provisions.

 

1.3 Precedence 

If a definition in a product-specific custodial account agreement conflicts with these Master 
Definitions, the product specific custodial account agreement shall control only to the extent it expressly supersedes these Master Definitions for that product or provisions.

 

2. Parties & Roles

“Administrator” means New Direction IRA, Inc. ("NDIRA"), the entity appointed by the Custodian to perform administrative services with respect to the Custodial Account, acting solely as agent to the Custodian. The Depositor has no independent contractual relationship with the Administrator beyond the scope delegated by the Custodian.

“Custodian” means New Direction Trust Company ("NDTCO"), a limited purpose non-fiduciary trust company chartered under Kansas law that holds Custodial Assets and executes Depositor-directed transactions.

“Depositor” means the individual establishing or for whom a Custodial Account is established; for plan accounts, may include employer, trustee, or plan sponsor as context requires. In this Account Agreement the Depositor is sometimes referred to as “you.

 

“Designated Agent / Representative” means an investment adviser registered under the Investment Advisers Act of 1940 or other authorized agent designated by the Depositor on NDTCO-approved forms to direct investments or manage trading of the Custodial Account.

“Indemnitees” means NDTCO, the Administrator, and their respective affiliates, directors, officers, employees, agents, successors, and assigns.

“Predecessors” means Any former trustee, custodian, administrator, plan sponsor, or other person performing similar functions prior to NDTCO’s appointment.

“Successor Custodian” means Any entity appointed to replace NDTCO as Custodian in accordance with applicable agreement provisions.

3. Accounts & Assets

“Custodial Account” means an individual retirement or health savings custodial account 
established and maintained by NDTCO for the benefit of the Depositor under applicable sections of the IRC.

“Custodial Account Agreement” means the applicable custodial account agreement entered into between the Depositor and the Custodian for the relevant product (e.g., Traditional IRA under IRC §408(a), Roth IRA under §408A, SEP IRA under §408(k), HSA under §223, or Solo 401(k) plan documents).

“Custodial Assets” means all assets held in the Custodial Account, titled in the name of NDTCO or its designee or suitable nominee, maintained as a separate and distinct account for each 
Depositor.

“Cash Management Program” means the program administered by NDTCO for undirected Cash, including account maintenance, depository bank selection, sub-accounting, and related 
administrative services.

“UBIT” means Unrelated Business Income Tax assessed under the IRC with respect to certain 
investments held in tax-advantaged accounts.

“Fair Market Value (FMV)” means the value of Custodial Assets determined for reporting and 
distribution purposes as of the applicable valuation date in accordance with IRS rules and the 
Account Agreement; for alternative assets, FMV is typically provided by the issuer/sponsor or an independent qualified appraiser

4. Operations & Programs

“Administrative Feasibility” means capable of being service by NDTCO using its standard systems, procedures, vendors, and risk controls, as determined by NDTCO in its sole discretion. 

“Business Day” means any day other than Saturday, Sunday, or federal holiday on which banking institutions in the State of Kansas are open for business.

“Cash Management Program” means the program administered by NDTCO for Undirected Cash, including account maintenance, depository bank selection, sub-accounting, and related services for which NDTCO may receive compensation from eligible institutions.

“Enterprise Risk Assessment” means Periodic internal review conducted by NDTCO to evaluate 
operational risks and administrative feasibility, not a due diligence review of any Custodial Asset or asset provider.

“Asset Reports” means Reports, statements, notices, proxies, or similar materials generated by issuers/sponsors, brokers, or agents related to Custodial Assets; Depositor is responsible for 
obtaining and reviewing such reports unless otherwise required by law.

5. Distributions & Tax

“IRC” means the United States Internal Revenue Code in effect from time to time.

“IRS” means the United States Internal Revenue Service.

“Withdrawal Request” means a written request submitted by the Depositor for a distribution from the Custodial Account, in a form acceptable to NDTCO and subject to applicable laws.

“Required Minimum Distribution (RMD)” means any minimum annual amount that must be 
distributed from applicable IRAs in accordance with the IRC and Treasury Regulations; timing and age thresholds shall follow then-current law.

“Required Beginning Date” means the date by which distributions must commence under 
applicable law; references in Custodial Account Agreements or other product agreements to 
specific ages are deemed to incorporate any subsequently effective statutory changes.

6. Digital Access, Electronic Records, and Security

“Electronic Disclosure” means the Depositor’s consent to conduct transactions electronically and to receive electronic delivery of notices, statements, and disclosures via NDTCO’s client portal or designated channels.

“Electronic Signature” means a signature captured via secure technology (including timestamping, device identification, and encryption) that has the same legal effect as a handwritten signature under applicable federal and Kansas law.

“Biometric Authentication” means optional features such as fingerprint or facial recognition 
enabled by the user for secure access and transaction authorization within NDTCO platforms.
“Third-Party Services” means services, platforms, or technologies provided by non-affiliated parties and integrated or accessed through NDTCO systems; use is subject to those providers’ terms and privacy policies.

“Force Majeure Event” means events beyond NDTCO’s reasonable control (e.g., natural disasters, widespread cyber-attacks, DNS failures, outages or degradation of third-party cloud/hosting providers) excusing non-performance as described in applicable agreements.

“Security Notice” means written notice delivered to NDTCO of suspected or actual unauthorized access, fraud, credential compromise, or cybersecurity incident affecting a Custodial Account. 

 

7. Proxy Voting and Asset Recovery

“Asset Recovery Services” means third-party administration of claims in class actions, 
bankruptcies, and disgorgements on behalf of Custodial Accounts (e.g., contingency arrangements retaining a percentage of recoveries), unless the Depositor timely opts out.

8. Fees, Expenses, and Valuations

“Fee Schedule” means the then-current published schedule of fees applicable to the Custodial 
Account, as amended from time to time with notice in accordance with the Custodial Account 
Agreement.

“Special Services Fee” means any fee charged for extraordinary services (e.g., UBIT filings 
facilitation, third-party valuations, legal or accounting support) as authorized under the Custodial Account Agreement or this Account Agreement.

 9. Product-Specific Definitions

9.1 Traditional IRA (IRC §408(a))

“Traditional IRA” means an individual retirement custodial account established under IRC §408(a) with contributions, distributions, and investment constraints set by law.

9.2 Roth IRA (IRC §408A)

“Roth IRA” means an individual retirement custodial account established under IRC §408A with after-tax contributions and qualified tax-free distributions, subject to statutory income limits and rules.

9.3 SEP IRA (IRC §408(k))

“SEP IRA” means an employer-funded simplified employee pension arrangement where 
contributions are made to employees’ Traditional IRAs pursuant to a written SEP plan under IRC §408(k).

9.4 Health Savings Account (IRC §223)

“HSA” means a health savings custodial account established under IRC §223 to pay or reimburse qualified medical expenses; tax treatment, eligibility, and contribution limits are governed by statute.

9.5 Solo 401(k) Plan

“Solo 401(k)” means an employer-sponsored qualified plan for businesses with no common-law employees other than owners and spouses, established via adoption of prototype plan and trust documents.

“Plan Administrator” means the person or entity designated in the adoption agreement to 
administer the plan; in absence of designation, the employer serves as Plan Administrator.

10. Risk Allocation

“Non-Fiduciary Passive Custodian” means that NDTCO operates as a directed, passive, non-discretionary custodian that does not solicit investments, provide investment, legal, or tax advice, or perform due diligence on Depositor-selected investments.

“Indemnification” means Depositor’s obligation to defend, indemnify, and hold harmless the 
Indemnitees against Losses arising from or related to the Depositor’s directions, actions, failures to act, agents, or investments, except to the extent caused solely by NDTCO’s gross negligence or willful misconduct.

“Loss / Losses” means any and all claims, damages, liabilities, costs, expenses, settlement 
payments, or judgments (including reasonable attorneys’ fees and costs) incurred in connection with the Custodial Account, Custodial Assets, any Custodial Account Agreement, this Account Agreement, or any matter related thereto.

 

11. Dispute Resolution

“Arbitration” means individual, confidential, binding arbitration administered by JAMS or similar forum in Johnson County, Kansas, pursuant to the comprehensive rules then in effect, with waiver of jury trial and class or representative actions, except as prohibited by applicable law.

“Choice of Law” means Kansas law governs NDTCO agreements, without regard to conflict-of-law rules, unless an agreement specifies otherwise.

 

12. Amendments, Notices, and Severability

“Amendment Rights” means NDTCO and/or the Administrator may amend agreements with notice as provided; retroactive amendments required by law shall be noticed within the regulatory timeframe.

“Notices” means Communications delivered electronically via the client portal or to the last known address are deemed effective upon posting or sending, as provided in the applicable agreement.

“Severability” means If any part of an agreement is held illegal, unenforceable, or invalid, the 
remaining parts remain in full force and effect.

NDTCO Account Agreement

1. Administrator for the Depositor’s Account

The Custodian (New Direction Trust Company or “NDTCO”) has appointed an “Administrator” to act as agent for Custodian for the purpose of performing certain administrative or other custodial-related services with respect to the Custodial Account for which the Custodian otherwise has or may have responsibility under this Account Agreement and the related Custodial Account Agreement(s). Depositor acknowledges and consents to such delegation. Depositor further acknowledges and agrees that all limitations on powers or duties (to or in respect of the Depositor or otherwise), and all waivers, releases, indemnifications and other protections of every kind and description given to or for the benefit of the Custodian by or on behalf of the Depositor or any other person in this Account Agreement or in any other instrument executed and delivered in respect of the Custodial Account shall apply equally to and for the benefit of the Administrator. The Administrator may perform duties on behalf of the Custodian which include, but are not limited to, executing applications or adoption agreements, transfers, stock powers, escrow accounts, purchase agreements, notes, deeds, conveyances, liens, placing assets or liabilities in the Administrator’s name for the benefit of the Depositor, depositing contributions and income, paying liabilities and distributions, and government reporting for Depositors who have established a Custodial Account with NDTCO. The initial Administrator appointed by NDTCO is New Direction IRA, Inc. NDTCO reserves the right, in its sole discretion, to change the Administrator and will only do so upon 30 days’ notice to the Depositor.

2. Non-Fiduciary Passive Custodian

By entering into this Account Agreement and the related Custodial Account Agreement, the 
Depositor creates a tax advantaged account for which NDTCO acts as a directed, passive, non-fiduciary custodian, subject to the Custodial Account Agreement, and executes transactions solely at the direction of the Depositor or the Depositor’s authorized agent. Additionally, NDTCO has no authority to take any action regarding Depositor’s investments acquired by, or held in, the Custodial Account without the express direction of the Depositor or an agent designated by the Depositor in accordance herewith. Depositor exercises exclusive direction and control over investment decisions for the Custodial Account. Depositor acknowledges that self-directed IRAs necessarily involve dual roles in that Depositor exercises exclusive direction and control over investment decisions for the Custodial Account and bears sole responsibility for such decisions while also receiving the benefits under the plan as beneficiary. The relationship between NDTCO and Depositor is confined to NDTCO’s execution of the transactions selected by Depositor. NDTCO has absolutely no responsibility to advise Depositor regarding the wisdom of the Depositor’s investment choices. NDTCO assumes no responsibility for rendering advice with respect to the investment or reinvestment of the Custodial Account, shall not be liable for any Losses (as defined herein) which result from the Depositor’s exercise of control over the Custodial Account, and shall not have any duty to question Depositor’s investment directives or those made on Depositor’s behalf. Depositor recognizes and agrees that certain investment directions may result in penalties,
charges, other Losses, potential distribution delays, loss of equity or other consequences adverse to the Custodial Account or Custodial Assets, and NDTCO is fully relieved from responsibility therefor. Notwithstanding the foregoing, NDTCO reserves the right to refuse to fund investments that are not administratively feasible and/or would place an undue financial or administrative burden on it or on the Administrator. 

2A. Prohibited Transactions, Disqualified Persons

Depositor expressly affirms the following, on which NDTCO and Administrator are relying: (i) no investment directed for the Custodial Account and no use of any Custodial Asset, constitutes or will constitute a prohibited transaction under IRC §4975 or any successor provision; (ii) no Custodial Asset will be used directly or indirectly for the benefit of a “disqualified person,” including the Depositor, any family member, fiduciary, or related entity; (iii) Depositor has not relied and will not rely on NDTCO or the Administrator to determine compliance with prohibited transaction rules but, instead, Depositor affirms that Depositor has engaged independent legal counsel or tax advisors to assess whether any investment is a prohibited transaction, and that NDTCO and Administrator may rely upon representations from the Depositor that an investment is not a prohibited transaction; and (iv) NDTCO and Administrator shall have no duty to investigate, monitor, or verify compliance with prohibited transaction rules and may conclusively rely on Depositor’s representations. Discovery or awareness by NDTCO or the Administrator of facts that could indicate a prohibited transaction shall not impose any duty to act, advise, or remediate, and Depositor releases NDTCO and the Administrator from any duties associated with the Depositor’s decision to execute a potential prohibited transaction. 

2B. Administrative Feasibility, Asset Reconciliations

NDTCO reserves the right, in its sole discretion and without assuming any fiduciary obligation, to:(a) decline to accept, hold, or process transactions involving any Custodial Asset or any asset class deemed administratively infeasible, unduly burdensome, or operationally impracticable; (b) impose additional documentation, valuation, or procedural requirements on any Custodial Asset or asset class; and/or (c) require the orderly transfer or liquidation of Custodial Assets that NDTCO determines it can no longer administer. Such determinations may be made based on a specific Custodial Asset or an asset-class basis, and such determinations shall not constitute any investment advice, recommendation, or determination of asset suitability.

3. No Duty to Monitor Contributions

NDTCO shall not be responsible in any way for determining the amount or validity of the rollover contribution from any retirement plan. NDTCO shall not be responsible for determining whether contributions to the Custodial Account are within limits prescribed by the then-prevailing IRC or for any excise tax that may be imposed for excess contributions. Further, NDTCO shall not be responsible for ensuring that contributions are made to the Custodial Account.

4. Agent/Representative

By notifying NDTCO on a form it designates, and with any supporting documentation acceptable to it, the Depositor may delegate investment responsibility for the Custodial Account to an investment adviser registered under the Investment Advisers Act of 1940 or another authorized agent. NDTCO may rely on the Depositor’s representation that such agent is at all times authorized and otherwise qualified to act in that capacity. Depositor further represents that the agent possesses the authority to direct the investment and/or manage the trading of the Custodial Account until three Business Days following the date that (a) NDTCO receives written notification from Depositor, delivered in accordance with the requirements herein, that such agent’s authority has been terminated and that the Depositor has appointed another agent, or that the Depositor has assumed sole responsibility for directing investment of the Custodial Account and Custodial Assets; or (b) NDTCO receives formal written notification of the death of the Depositor. The Depositor specifically acknowledges 
that any agent the Depositor appoints is exclusively the Depositor’s agent and is not in any way an agent of NDTCO. The Depositor further acknowledges that NDTCO does not endorse or perform any due diligence with respect to the Depositor’s selection of an agent. By appointing an agent pursuant to this paragraph, the Depositor acknowledges and confirms that it is not relying on any representation by NDTCO regarding the Depositor’s selected agent. In connection with certain investments, the Depositor may execute certain ancillary documents. If the Depositor has agreed to provide services or has appointed an agent to provide services pursuant to such ancillary documents, NDTCO shall not have any responsibility for the performance or non-performance of those services.

5. Registration of Custodial Assets

All Custodial Assets shall be registered in the name of NDTCO or its designee (including the 
Administrator) or of a suitable nominee. The same nominee may be used with respect to assets of other investors whether held under agreements like this one or in any capacity whatsoever. However, each depositor's account shall be a separate and distinct account maintained by NDTCO, and the assets thereof shall be held by NDTCO in individual or bulk segregation. Depositor acknowledges that the registered owner of any asset held in the Custodial Account is NDTCO or its designee as Custodian of the Custodial Account, and not Depositor individually. Therefore, Depositor agrees not to invest any funds into or receive or withdraw any funds from the Custodial Account other than through NDTCO, and NDTCO is authorized to take any action necessary to provide that any investment directed to be purchased by Depositor, or Depositor’s authorized agent, is correctly documented as being purchased in and owned by the Custodial Account.

6. Enterprise Risk Assessment Only; No Due Diligence on Custodial Assets or Asset 
Provider(s) 

NDTCO may periodically conduct an enterprise risk assessment. Such assessments and 
integrations are conducted solely for NDTCO administrative feasibility and operational purposes and do not constitute due diligence, monitoring, or oversight of any asset, asset class, authorized agent, sponsor, or service provided. This assessment is to evaluate the risks associated with NDTCO’s operations and to analyze NDTCO’s business goals and the risks impacting them only and shall not be deemed a due diligence review of the Depositor’s chosen Custodial Asset, Custodial Asset provider(s) or sponsors, authorized agent, or service providers. Depositor specifically acknowledges that this review is for the benefit of NDTCO’s assessment of administrative feasibility only, and that the Depositor is not entitled to rely, and is in no way relying, on such review for any reason.

7. No Liability for Third-Party Conduct

NDTCO shall not be liable for the acts or omissions of any asset sponsor or of any former trustee, custodian, or administrator (any former trustee, custodian, administrator, plan sponsor or other person performing a similar function, a “Predecessor”), or any of their respective agents, or of the Depositor or any of the Depositor’s agents. NDTCO shall not have any responsibility or liability for any loss of income or of capital or any other Losses relating to any investment, or to the sale or exchange of any asset that a Predecessor, the Depositor or any agent of Depositor directs NDTCO to make or that is made or held under the Custodial Account Agreement or this Account Agreement, including without limitation the initial investment of the Custodial Assets at the direction of a Predecessor, if applicable. NDTCO is not, and will not act as, an investment advisor to the Depositor or in respect of the Custodial Account and has no duty to question, review, or investigate the Depositor’s or the Depositor’s agents’ directions regarding the purchase, retention, or sale of any asset for the Custodial Account. NDTCO does not assume or incur any liability by reason of, or have any duty or responsibility to inquire into, or take action with respect to, any acts performed or omitted or to be performed by any asset sponsor or by any Predecessor that has transferred any assets to the Custodian or the Custodial Account. Where the Depositor and NDTCO have agreed that the Depositor may give investment instructions for execution directly to a broker, any issues that arise with the broker shall be handled directly by the Depositor. NDTCO shall not be 
liable to the Depositor for any statements, representations, actions or inactions of any investment sponsor, authorized agent, broker, or other salesperson or principal in respect of any investment purchased for the Custodial Account, and such sponsors, authorized agents, brokers, or other salespersons or principals are not agents of NDTCO and have no authority to speak or act on behalf of NDTCO. NDTCO shall not be liable to the Depositor for any statements, representations, actions or inactions of any agent of the Depositor.

8. Depositor’s Representations

Depositor represents and warrants that any information or instruction given or that will be given by or on behalf of Depositor with respect to the Custodial Account is complete and accurate. Further, Depositor agrees that any directions Depositor or Depositor’s agent(s) give NDTCO, or any actions Depositor or Depositor’s agent(s) take hereunder will be proper under this Account Agreement and that NDTCO is entitled to rely upon any such information or directions. NDTCO shall not be responsible for Losses of any kind that may result from such directions to NDTCO or from Depositor’s actions, or the Depositor’s agent’s actions, or failures to act of either or both. Depositor agrees to reimburse NDTCO for any Losses that NDTCO may incur as a result of such directions, actions, or failures to act. Without limiting the generality of the foregoing, Depositor and each beneficiary agree to be responsible for all tax consequences arising from contributions to and distributions from the Custodial Account and acknowledge that no tax, legal, or financial advice has been provided by or on behalf of NDTCO or the Administrator.

9. Reliance

NDTCO and the Administrator will not be required to determine the validity of any receipt, affidavit, notice or other paper, document or agreement delivered or required to be delivered to it under this Account Agreement, and NDTCO and the Administrator are relieved of any liability or responsibility for the sufficiency thereof as long as it purports on its face to be such receipt, affidavit, notice or other paper, document or agreement and purports to be executed by such person as required by this Account Agreement, the Custodial Account Agreement, or under applicable law.

10. Fraud Liability; Lost or Stolen Login, Password or Identity Theft 

(a) Depositor agrees to safeguard Depositor’s Custodial Account information, including the 
Depositor's username and password. The Depositor agrees to notify NDTCO and the Administrator immediately, but not later than 48 hours after, any loss or compromise of login credentials or password, compromise of email or Custodial Account information, or other circumstances that may allow any unauthorized person to gain access to the Custodial Account or Custodial Assets. The Depositor agrees to indemnify NDTCO and the Administrator and hold them harmless from and against any and all Losses sustained as a result of the Depositor’s delayed notification and for any Losses related to the unauthorized use of or access to the Custodial Account or Custodial Assets arising from or related to any compromise described in this section. NDTCO and the Administrator shall not be liable for any Losses, damages, or claims arising out of or relating to the unauthorized access to or use of the Custodial Account.

(b) Duty to Safeguard Credentials. Depositor is solely responsible for safeguarding all login 
credentials, authentication factors, devices, email accounts, and all other mechanisms associated with accessing the Custodial Account. Depositor acknowledges that compromise of any such credentials may permit unauthorized access to the Custodial Account, for which Depositor alone bears responsibility for any Losses.

(c) Notice requirement. Depositor must notify NDTCO and/or the Administrator in writing of any suspected or actual unauthorized access, transaction, instruction, credential compromise, identity theft, or other security incident affecting the Custodial Account immediately upon discovery, and in no event later than 48 hours days after such discovery (“Security Notice”). Oral notice, standing alone, shall not be sufficient. 

 

(d) Allocation of Losses. 

(i) Depositor shall bear all losses arising from or related to unauthorized activity occurring prior to NDTCO’s or the Administrator’s actual receipt of any Security Notice. 

(ii) Following NDTCO’s or the Administrator’s receipt of a Security Notice, NDTCO and the 
Administrator shall use commercially reasonable efforts to prevent further unauthorized activity but do not guarantee prevention of additional Losses. 

(iii) NDTCO and the Administrator shall not be responsible for any losses resulting from credential compromise, social engineering, phishing, malware, SIM-swap attacks, or access via Depositor’s email, devices, or third-party service providers. 

(iv) Cyber Events. Depositor acknowledges that cybersecurity incidents, including third-party 
platform breaches, cloud services outages, or payment network companies, may occur despite commercially reasonable safeguards. NDTCO and the Administrator do not insure Custodial 
Assets against cyber-related Losses and make no representation that such Losses will be 
recoverable. 

(v) Recovery efforts. Upon receipt of a Security Notice, NDTCO or the Administrator may, but arenot obligated to, attempt recalls, reversals, freezes, or other recovery 
actions deemed commercially reasonable. Depositor acknowledges that recovery efforts may be unsuccessful and shall not create any duty or liability on the part of NDTCO or the Administrator. 

(vi) Indemnification. Depositor agrees to indemnify and hold harmless NDTCO and the 
Administrator from any Losses arising from unauthorized activity, except to the extent caused solely by NDTCO’s or the Administrator’s gross negligence or willful misconduct. 

11. Designation of Beneficiary

(a) Except as may be otherwise required by applicable law, in the event of Depositor's death, the balance in the Custodial Account shall be paid to the beneficiary or beneficiaries designated by Depositor on a beneficiary designation form acceptable to and filed with NDTCO. Depositor may change Depositor's beneficiary or beneficiaries at any time by filing a new beneficiary designation with NDTCO. If no beneficiary designation is in effect, if none of the named beneficiaries survive Depositor, or if NDTCO cannot locate any of the named beneficiaries after reasonable search, any balance in the Custodial Account will be payable to Depositor's estate or as otherwise may be required under applicable law.

(b) If NDTCO permits, in the event of Depositor's death, any beneficiary may name a subsequent beneficiary to receive the balance of the Custodial Account to which such beneficiary is entitled upon the death of the original beneficiary by submitting a subsequent beneficiary designation form acceptable to and filed with NDTCO. Payments to such subsequent beneficiary shall be distributed in accordance with the payment schedule applicable to the original beneficiary or more rapidly if the subsequent beneficiary requests. In no event can any subsequent beneficiary be treated as a designated beneficiary of the Depositor. The preceding sentence shall not apply with respect to the subsequent beneficiary, if any, designated by the original spouse beneficiary where the Depositor dies before their Required Beginning Date. In this case, the original spouse beneficiary is treated as the depositor. If the balance of the Custodial Account has not been completely distributed to the original beneficiary and such beneficiary has not named a subsequent beneficiary or no named subsequent beneficiary is living on the date of the original beneficiary's death, such balance shall be payable to the estate of the original beneficiary.

12. Death Benefit Provisions

Death benefits will be payable as provided in the applicable Custodial Account Agreement and in accordance with applicable law. No payment will be paid until the beneficiary provides NDTCO with a proper distribution request acceptable to NDTCO and such other documentation as it may require. A beneficiary may at any time request a complete distribution of their remaining interest in the Custodial Account. NDTCO reserves the right to require a minimum balance in the Custodial Account to make periodic payments therefrom. If for any reason NDTCO is not certain as to who is entitled to receive all or part of the Custodial Assets, NDTCO reserves the right to withhold any payment from the Custodial Account, to request a court ruling to determine the disposition of the Custodial Assets, and to charge the Custodial Account for any expenses (including reasonable attorneys’ fees) incurred in obtaining such legal determination.

13. Custodian and Administrator’s Fees and Expenses 

(a) The Depositor agrees to pay NDTCO all fees specified in the then-current published fee 
schedule (the “Fee Schedule”) for establishing and maintaining the Custodial Assets and the 
Custodial Account, and for executing any transactions initiated with respect thereto, including any fees for distributions from, transfers from, and terminations of the Custodial Account. Depositor acknowledges that Depositor has had the opportunity to review the current Fee Schedule for the Custodial Account. The Custodian may amend the Fee Schedule by providing notice as provided herein. Any such amendment shall be deemed effective on the date stated in such amendment, unless the Depositor objects thereto by notifying the Custodian, in writing, within thirty (30) calendar days from the date the notice of amendment is delivered or deemed delivered, in which case, the Depositor and Custodian agree that the Custodial Account will be closed. If the Depositor does not object in writing within thirty (30) calendar days from the date the notice is delivered or deemed delivered, the Depositor shall be deemed to have consented to such Fee Schedule amendment. Notice of amendments may be provided electronically, provided that Depositor has consented to electronic delivery thereof. Otherwise, notice of amendments will be sent to Depositor at the address designated by Depositor for such purpose. 

(b) The Depositor agrees to pay any expenses incurred by the Custodian in the performance of its contractual responsibilities in connection with the Custodial Account. Such expenses include, but are not limited to, expenses incurred in connection with any transactions effectuated in the Custodial Account, administrative expenses, such as legal and accounting fees, valuation fees (including any such fees for services from a qualified independent third-party appraiser), fees incurred by the Administrator, and any taxes of any kind whatsoever that may be levied or assessed with respect to the Custodial Account or the Custodial Assets.

(c) All fees and other outstanding expenses are due prior to the execution of any transaction in the Custodial Account and shall be collected either from the Custodial Assets or charged to the credit card or bank account designated by the Depositor for such purposes. Depositor specifically authorizes Custodian to charge such card or debit such bank account, as applicable, any and all fees and expenses as provided herein on the NDTCO Fee Schedule: https://ndtco.com/fees/. All fees are due upon invoicing or, if earlier, upon consummation of any transaction pursuant to which such fees and expenses are assessed. Custodian reserves the right to refuse to process any requested transactions unless payment or satisfactory provision for payment of fees and expenses is made in advance thereof. If Depositor’s designated payment method fails, NDTCO reserves the right to apply other available payment methods to pay fees and expenses without prior notice to Depositor. Depositor acknowledges that credit card fees and other terms in accordance with the card issuer’s agreement governing use of a credit card account apply to charges by the Custodian. In the case of a bank account, there may be charges or fees involved with debiting such bank account pursuant to the terms that govern the use of the bank account. If such credit card account expires or otherwise ceases to be valid, or if the designated bank account is closed or unavailable 
for any reason, the Depositor shall immediately so inform the Custodian and shall provide the Custodian with either a valid credit card account or the required information to debit another of the Depositor’s bank accounts, and the Custodian will be authorized to charge or debit such credit card account or bank account for all fees and reimbursable expenses. If a charge or debit cannot be consummated, the Custodian may take such amount from the cash then held in the Custodial Account or take any other authorized action herein. Depositor specifically acknowledges that Custodial Assets may be liquidated, without notice, for any outstanding fee or expense that has not been paid when due. Fees and expenses hereunder, including the Annual Administration Fees, are charged and due based upon the services provided and are not dependent upon the Custodial Assets’ performance. Invoices and fees will be deemed accepted by the Depositor if the Depositor does not object in writing within 30 days of invoice date.

(d) If any fees or expenses are not paid within thirty (30) days of the date when due hereunder, NDTCO may avail itself of all remedies here under or under applicable law, including closing the Custodial Account. Any Custodial Asset distributed directly to the Depositor as part of closing the Custodial Account will be reported to the IRS and may subject the Depositor to taxes and/or penalties. Custodial Accounts with past due fees or expenses will continue to incur fees as provided in the Fee Schedule until Depositor closes the Custodial Account, or until NDTCO closes the Custodial Account and/or resigns.

14. Miscellaneous Expenses

In addition to those expenses specifically set out in this Account Agreement, Depositor agrees to pay any and all expenses incurred by NDTCO in connection with the investment of the Custodial Account, including expenses of preparation and filing any returns and reports with regard to unrelated business income, including taxes and estimated taxes, as well as any transfer taxes incurred in connection with the investment or reinvestment of the Custodial Assets. Depositor also agrees to pay all expenses related to the valuation of the Custodial Account.

15. Cash Management 

(a) Depositor hereby acknowledges and agrees that NDTCO will deposit all cash within the 
Custodial Account for which the Depositor has not provided any investment direction (“Undirected Cash)” into pooled demand deposit accounts or certificates of deposit at one or more FDIC or other United States government insured institutions not affiliated with NDTCO, or invest such Undirected Cash into United States government securities or in securities that are insured or guaranteed by the United States government, pending further investment direction by Depositor. Depositor authorizes NDTCO to transfer any such Undirected Cash into any such account or investment without any further approval or direction by the Depositor.

(b) Depositor acknowledges and agrees that NDTCO shall be entitled to receive compensation 
equal in amount to all income that is generated from any Undirected Cash which has been 
deposited or invested by NDTCO as provided in the immediately preceding Section 15(a). The 
compensation is paid by each eligible institution on aggregate deposits of Undirected Cash, and varies from eligible institution to eligible institution, based on the prevailing interest rate 
environment. The cash management activities for which NDTCO is compensated hereunder 
include, but are not limited to, account maintenance, depository bank selection, transaction 
processing, sub-accounting, record keeping, and other services (collectively, the “Cash Management Program”) performed under the terms of this Account Agreement and the Custodial Account Agreement in connection with such Cash Management Program. The Depositor agrees that this compensation may be retained by NDTCO for services provided in respect of the Cash Management Program. NDTCO retains the right in its sole discretion but does not have the obligation to reduce this fee by rebating a portion into the Custodial Account. 

(c) Depositor acknowledges and agrees that NDTCO administers and manages Undirected Cash with the objectives of preserving capital, maximizing safety and the availability of deposit insurance up to applicable limits, and maintaining timely liquidity. In doing so, NDTCO may allocate Undirected Cash among one or more eligible depository institutions and short-duration instruments consistent with NDTCO’s cash management policies. 

Depositor further acknowledges that (i) interest earned or undirected Cash is credited to the 
Depositor’s Custodial Account; (ii) is compensated by Cash Management Fees charged to the 
Depositor for administering the program; (iii) NDTCO does not receive compensation from eligible depository institutions in connections with such placements. 

NDTCO assumes the operational, liquidity and administrative risks of the Cash Management 
Program, including obligations associated with meeting liquidity needs and fees, charges, or 
penalties imposed under agreements with eligible depository institutions. To the extent applicable law or regulatory guidance requires current fair market value recognition of program holdings within the Custodial Account, NDTCO rather than the depositor will bear any shortfall between such current fair market value and the dollar amount allocated to Undirected Cash, so that amount available to the Depositor as Undirected Cash are not reduced below the dollar amount contributed or allocated to Undirected Cash (net fees, distributions, and other adjustments authorized by this Account Agreement). This provision does not guarantee any rate of return and applies only to Undirected Cash managed under the Cash Management Program; it does not apply to any Depositor-directed investments outside the program. 

(d) The Depositor acknowledges that they have reviewed NDTCO’s direct and indirect 
compensation, as disclosed and described in this Section 15, including Cash Management fees 
charged to the Depositor in connection with administration of the Cash Management Program. Depositor acknowledges and agrees that such compensation is reasonable in light of the services provided by NDTCO, including the management of Undirected Cash to preserve principal, enhance safety and availability of applicable deposit insurance, maintain liquidity, and assume operational, liquidity, and valuation risks associated with the Cash Management Program. 

Depositor further acknowledges that the services described in this Section 15 are necessary to establish, operate, and maintain the Cash Management Program and that the Cash Management Program provides a material and ongoing benefit to the Depositor in connection with the maintenance of the Custodial Account. 

16. Withdrawal Requests

All requests for withdrawals from the Custodial Account shall be in writing and otherwise in form and substance satisfactory to NDTCO. Such written directions must also contain the reason for the withdrawal and the method of distribution requested. The Custodian shall not be liable for any payment made in good faith without actual knowledge of any changed condition or status of any person receiving such payment hereunder. NDTCO reserves the right to reject any withdrawal request to the extent it may deem appropriate and may, but is not obligated to, apply to a court of competent authority to make any necessary determinations with respect to the proper party eligible to receive any distribution from the Custodial Account. NDTCO reserves the right, in its sole and absolute discretion, to reject, decline, delay, or refuse to process any personal distribution request for any reason or no reason, including any request made within sixty (60) days of account opening. All withdrawals shall be subject to all applicable tax and other laws and regulations including any applicable early withdrawal taxes and penalties

17. Unrelated Business Income Tax (“UBIT”)

If Depositor directs investment of any Custodial Assets in any investment which results in unrelated business taxable income, it shall be the responsibility of the Depositor to either (a) file Form 990-T (or other applicable forms) in respect thereof; or (b) advise NDTCO and provide it with all information necessary to prepare and file any required returns or reports for the Custodial Account. If Depositor submits this information to the Custodian for filing, or directs the submission to Custodian on Depositor’s behalf, Depositor agrees that Custodian is under no obligation or duty to verify the accuracy of the information provided. As NDTCO may deem necessary, and at Depositor's expense, NDTCO may request a taxpayer identification number for the Custodial Account, file any returns, reports, and applications for extension, and pay any taxes or estimated taxes owed with respect to the Custodial Account. NDTCO may retain suitable accountants, attorneys, or other agents to assist it in performing such responsibilities and charge the Depositor a fee to complete the necessary work for the UBIT filing. If Depositor fails to timely make appropriate filings and pay any UBIT or fails to timely request that the Custodian make such filings on the Depositor’s behalf and pay the UBIT, the Depositor agrees to indemnify the Custodian for any liability incurred due to such failure.

18. Yearly Valuation of Custodial Account

As further explained in the applicable Custodial Account Agreement, for Custodial Assets 
comprised of securities or precious metals that have publicly available quoted prices, the 
Custodian will use such quoted prices to determine the fair market value (“FMV”) for such 
securities or precious metals. Although such prices are obtained from quotation services and other sources the Custodian believes to be reliable, the Custodian cannot and does not guarantee their accuracy and shall not be liable for its good-faith reliance on these quotation services. Where a brokerage account is held as a Custodial Asset, the FMV shall reflect only the total value of the brokerage account as reported by the brokerage firm to the Custodian. For all other Custodial Assets, Depositor must furnish NDTCO in writing the FMV of each Custodial Asset annually by the 15th day of each January, and within twenty days of any other written request from NDTCO, valued as of the date specified in such request. Depositor acknowledges, understands, and agrees that the statement that the FMV is undeterminable, or that cost basis should be used, is not acceptable. The Depositor agrees that the FMV furnished to NDTCO will be typically obtained from the issuer or sponsor of the Custodial Asset (which includes the general partner or managing member thereof); such issuer or sponsor, or any appraiser performing valuation services hereunder may be referred to herein as a “Valuation Agent”. The Depositor shall cooperate with the Custodian to cause each Valuation Agent to certify such documents as the Custodian shall deem appropriate or necessary to confirm the understanding and agreement of the Valuation Agent to its obligation to provide such valuation annually to the Custodian by the date required herein. Failure of any Valuation Agent to provide a timely valuation shall be the sole responsibility of the Depositor, and the Custodian and Administrator shall not be required to take any steps to secure an updated valuation for the Custodial Account or any Custodial Asset held therein, nor shall the Custodian or Administrator be responsible for any Losses or consequences associated with the failure to timely provide a valuation. The Depositor acknowledges, understands, and agrees that if the Custodial Asset is one for which there is no issuer or sponsor (such as real estate), or if the issuer or sponsor is unable or unwilling to provide an FMV, Depositor shall obtain the FMV from an independent, qualified appraiser and the valuation shall be furnished on the letterhead of the person providing the valuation. Depositor acknowledges, understands and agrees that NDTCO shall have no obligation to investigate or determine whether the FMV so furnished is the correct FMV (without regard to any actual or constructive knowledge that NDTCO or the Administrator may otherwise have), but if NDTCO otherwise has a different value for such Custodial Asset, NDTCO may use such other value 
in its reports to the Depositor and to the IRS if NDTCO (in its sole discretion) so chooses. Depositor acknowledges, understands, and agrees that NDTCO shall rely upon Depositor’s continuing attention, and timely performance, of this responsibility. Depositor acknowledges, understands, and agrees if NDTCO does not receive a fair market value annually when such valuation is due hereunder, NDTCO may distribute the Custodial Asset to the Depositor and issue an IRS Form 1099–R for the last available value of the Custodial Asset. Custodian shall have no responsibility or liability for acting in reliance on a valuation reported by the Depositor or any Valuation Agent or for the accuracy of a required minimum distribution calculated based upon any valuation furnished to Custodian hereunder. Depositor shall indemnify and hold the Custodian harmless from any Losses, damages, tax or other consequences to the Depositor or the Custodial Account arising from or relating to the valuation of any Custodial Asset, including the Custodian’s accepting, reporting and acting upon any valuation supplied by the Depositor or any Valuation Agent hereunder, or for using the last available value as provided in this Account Agreement. Depositor further acknowledges and agrees that, if any valuation required hereunder is not provided to Custodian when due, Custodian may, but shall not be obligated to, obtain a valuation from an independent third-party Valuation Agent, with the cost thereof to be paid by the Depositor or from the Custodial Assets. The Custodian and the Administrator shall have no liability for acting in reliance on any valuation so obtained.

19. Asset Reports

NDTCO and the Administrator from time to time may receive various Asset Reports related to the Custodial Assets. It shall be Depositor’s responsibility to obtain such Asset Reports from a source other than NDTCO or the Administrator. NDTCO or the Administrator may, but shall not be obligated to, forward any Asset Reports to Depositor. Depositor agrees that it is the responsibility of the Depositor to (i) review such Asset Reports, (ii) know what Asset Reports are due and when in respect of each Custodial Asset in the Custodial Account, and (iii) follow up with the sponsor of the Custodial Asset whenever an Asset Report is not provided in a timely manner to Depositor. Depositor acknowledges that neither NDTCO nor the Administrator has a duty to (i) request Asset Reports or (ii) review any Asset Report for accuracy or content or otherwise.

20. Annual Accounting

NDTCO shall, at least annually, provide the Depositor, the Depositor’s designated agent, or the beneficiary (in the case of death) with an accounting of the Custodial Account. Such accounting shall be deemed to be accepted and accurate by the Depositor, their designated agent, or their beneficiary if they do not object in writing within 30 days after such accounting statement has been transmitted to Depositor or their representative. Depositor agrees that NDTCO and the Administrator shall have no liability for and will be held harmless from and against any errors, omissions, or other Losses that are apparent on an accounting statement unless the Depositor objects in writing to the contents of the accounting statement within 30 days after the statement has been transmitted to the Depositor, their authorized agent, or beneficiary, with such written objection stating specifically the portion of the accounting in dispute.

21. Forwarding Records

Depositor acknowledges and agrees that, unless required by applicable law, NDTCO and the 
Administrator are not responsible for communicating, forwarding or notifying any party, including the Depositor, with respect to any communication or matter that comes to the attention of or is received by NDTCO or the Administrator with respect to the Custodial Account, Custodial Assets, sponsor, advisor, or authorized agent. Depositor is responsible in all instances for making separate arrangements for receiving such communications. NDTCO or the Administrator may, but shall not be obligated to, deliver to Depositor, or cause to be delivered to Depositor, any notices, prospectuses, financial statements, proxies, and proxy soliciting materials relating to Custodial Assets and that are directed to NDTCO or the Administrator. Depositor agrees that NDTCO and the Administrator have no duty to inform Depositor of any information related to any Custodial Asset, sponsor, advisor, or authorized agent, including information NDTCO may have learned in connection with another account or client or from any other source.

22. No Duty to Act on Asset Defaults

Depositor understands that NDTCO and the Administrator have no obligation to take any action in the event of a default, dispute, operational issue, or other event relating to any Custodial Asset held in any Custodial Account. 

23. Resignation and Removal of NDTCO as Custodian

(a) NDTCO may resign as Custodian by giving the Depositor (or, if the Depositor is then deceased, to the beneficiary(ies)) written notice at least 30 days prior to the effective date of such resignation. If the Depositor or such beneficiary fails to appoint a Successor Custodian or direct a distribution of the entire balance of the Custodial Account within such 30-day period, then the Custodian is hereby authorized to (i) distribute the Custodial Account to the Depositor or the beneficiaries regardless of any possible tax consequences; or (ii) appoint a Successor Custodian and distribute the Custodial Assets to such Successor Custodian. The Successor Custodian or any successor to Administrator hereunder may rely on any information, including beneficiary designations, previously provided by the Depositor to NDTCO. The Depositor agrees that NDTCO will not be responsible for any tax consequences or any Losses that result from any action taken pursuant to this Section.

(b) The Depositor may at any time remove NDTCO and replace it with a Successor Custodian of the Depositor's choice by giving 30 days’ notice of such removal and replacement. Without limiting the generality of the foregoing, Depositor shall substitute another custodian or trustee in place of NDTCO upon receipt of notice from the Commissioner of the IRS or their delegate that such substitution is required because NDTCO has failed to comply with the requirements of Treasury Regulations Section 1.408-2(e), or is not keeping such records, making such returns, or rendering such statements as are required by applicable law, regulations, or other rulings. Depositor is responsible for ensuring that any Successor Custodian so appointed by the Depositor shall be a person approved by the Secretary of the Treasury of the United States to hold and administer assets in a tax advantaged account. Upon receipt by NDTCO of written acceptance by Depositor’s chosen Successor Custodian, Custodian shall transfer and pay over the Custodial Assets to such Successor Custodian (less amounts retained pursuant to the Custodial Account Agreement or this Account Agreement). If the Depositor designates a Successor Custodian and provides NDTCO evidence of the Successor Custodian's acceptance of appointment and qualification within such 30-day period, NDTCO shall then deliver all of the Custodial Assets (whether in cash or personal or real property, wherever located, and regardless of value) to the Successor Custodian. If the Depositor does not notify NDTCO of the appointment of a Successor Custodian within such 30-day period, then NDTCO may distribute all of the Custodial Assets (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of or any Losses arising from such distribution.

(c) NDTCO may expend any Custodial Assets to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the Successor Custodian or as the Successor Custodian may direct, or to any other successor, including the Depositor or, if applicable, a trustee designated by the Depositor. In addition, NDTCO may in its sole discretion retain a portion of the Custodial Assets as a reserve for payment of any anticipated remaining fees and expenses. The Custodian specifically reserves the right to withhold reasonable fees and expenses for handling assets that it may receive after the Custodial Account has been closed or transferred. Upon satisfaction of all such fees and expenses, NDTCO shall pay over any remainder of the reserve to the Successor Custodian, any trustee designated by the Depositor, or to the Depositor, as the case may be. The Depositor or the Successor Custodian shall reimburse the Custodian for any deficiency in the amounts so withheld if they prove to be insufficient for the settlement of accounts contemplated hereby.

(d) The transfer and delivery of the Custodial Assets to the Successor Custodian shall constitute a full and complete discharge of liability for the Custodian with respect to the Custodial Account, the Custodial Assets, the Depositor, or any Successor Custodian unless Custodian is notified by the Depositor or the Successor Custodian in writing within 30 days from the date of resignation or removal of irregularities in its custodianship.

24. Conditions to Transfers, Fee and Compliance Holds

Notwithstanding any provision to the contrary, NDTCO shall have no obligations to process any transfer, rollover, resignation, or distribution of Custodial Assets unless and until; (a) fees, 
expenses, taxes, and other amounts owed to NDTCO or the Administrator are paid in full; (b) all required valuations, documentation, instructions, and compliance items have been received in form and substance by NDTCO and (c) the Custodial Account is otherwise in good standing. NDTCO may delay, suspend, or refuse any transfer or distribution while any such conditions remain unsatisfied, without liability. Any delay resulting from such conditions shall not constitute negligence, breach of contract, or fiduciary conduct. 

25. Indemnification

Depositor acknowledges that it is solely their responsibility to direct the investment of the 
Custodial Assets and that neither NDTCO nor the Administrator will have any responsibility or 
involvement in evaluating or selecting any assets for acquisition or disposition and shall have no liability for any Losses or other damages that may result from or be associated with any requested investment transaction. Acceptance of a Custodial Asset by NDTCO or the Administrator shall not be construed as a favorable opinion as to the prudence or suitability of the investment for the Depositor’s IRA. NDTCO’s or the Administrator’s review of any asset the Depositor desires to purchase and hold in their Custodial Account should in no way be construed as a “due diligence” review by NDTCO or the Administrator, and Depositor agrees that they are not relying on such a review by NDTCO or the Administrator in any way. In other words, Depositor acknowledges that NDTCO and the Administrator are not, nor is any person or entity acting on NDTCO’s or the Administrator’s behalf, a fiduciary with respect to the Depositor, the Custodial Account, or Custodial Assets. The Depositor and their beneficiaries, for themselves and on behalf of their respective representatives, heirs, successors and assigns, hereby agrees at all times to indemnify and hold harmless NDTCO, the Administrator, their respective affiliates, and their respective directors, officers, employees and agents, successors and assigns (who may be referred to herein as an “Indemnitee” or the “Indemnitees”), from and against any and all Losses incurred by, or entered against any of them as the result of or related to any threatened or asserted claim against any Indemnitee or any person or entity acting on its behalf that pertains in any way to any Indemnitee’s activities with respect to the Depositor, their investments, any circumstance or matter associated with the Custodial Account or Custodial Assets, or that in any way relates to the Depositor, the Custodial Account, Custodial Assets, or this Account Agreement. The Depositor’s indemnification obligations also include the responsibility to reimburse Indemnitees for all 
attorneys’ fees and costs incurred by or on behalf of any of them in responding to actual or 
threatened claims by any party, and in prosecuting, including on appeal, a claim or counterclaim against the Depositor requesting payment of the indemnification obligations set forth herein or otherwise in respect of this Account Agreement. The Depositor’s indemnification obligation also applies to any threatened or asserted claims brought by the Depositor against any Indemnitee resulting from negligent or wrongful conduct by any representative or third-party appointed by, selected by, or approved by the Depositor, including but not limited to fraud, forgery, or any other illegal act engaged in by any representative or other agent retained by or on behalf of the Depositor. The Depositor agrees to indemnify and hold the Indemnitees harmless from and against all Losses asserted against or incurred by any of them as a result of, or in any way relating to, any action requested or directed by the Depositor or any of the Depositor’s representative(s). Each Indemnitee 
shall be entitled to seek the advice of legal counsel in connection with any matter relating to the Depositor, the Custodial Account or any Custodial Assets and may in good faith rely upon that advice. Any Indemnitee may at its election, when deemed by counsel as appropriate, respond and participate in any bankruptcy or receivership proceeding, or other litigation to which any Indemnitee or the Custodial Account or any Custodial Assets have been made a party or by which any of them may be affected. In such a case the Depositor shall fully indemnify the Indemnitees from, and hold them harmless from and against, any Losses arising from or related to any action taken by any Indemnitee in good faith. Should the Depositor refuse to comply with any Indemnitee’s demand for payment of any Losses, including reasonable attorneys’ fees, NDTCO and the Administrator reserve the right to liquidate or direct the liquidation of some or all of the Custodial Assets to satisfy the obligations set forth herein. NDTCO and the Administrator shall not be responsible for any taxes, penalties, judgments, investment losses, and expenses incurred by the Custodial Account. The indemnification obligations of the Depositor will survive the termination of 
this Account Agreement and the Custodial Account Agreement. Notwithstanding any provision herein potentially to the contrary, the indemnification obligations set forth herein will not extend to Losses caused solely by NDTCO’s or any of its agents’ gross negligence or willful misconduct. 

26. ARBITRATION OF ALL CLAIMS—ARBITRATION OF DISPUTES. PLEASE READ THE 
FOLLOWING ARBITRATION PROVISIONS CAREFULLY. THEY PROVIDE THAT ANY CONTROVERSY OR DISPUTE RELATED TO THE CUSTODIAL ACCOUNT OR THIS AGREEMENT MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING.

27. Agreement to Arbitrate

The Depositor and their representatives and agents or beneficiaries and the Custodian and/or the Administrator must first attempt in good faith to resolve by negotiation any dispute that in any way arises out of or relates to the Custodial Account, the Custodial Assets, the Custodial Account Agreement, or this Account Agreement. If the parties are unable to resolve their dispute by negotiation then, upon demand by any of Depositor, Custodian or the Administrator, any controversy, claim, counterclaim, cross claim, or other dispute arising out of or relating to the Custodial Account, the Custodial Assets, the Custodial Account Agreement, or this Account Agreement, or the breach, termination, interpretation or validity thereof, including any challenge to the making of the Custodial Account Agreement or this Account Agreement or the determination of the scope or applicability or enforceability of this agreement to arbitrate, whether sounding in tort, contract, equity, statute or otherwise, must be settled by individual, confidential, binding arbitration before a sole arbitrator, in accordance with the laws of the State of Kansas for agreements made in and to be performed in Kansas. ARBITRATION MEANS DEPOSITOR WAIVES THE RIGHT TO A JURY TRIAL.

28. Claims Subject to Arbitration

Claims subject to arbitration include but are not limited to any and all claims or controversies that arise from or relate in any way to the Custodial Account, to the Custodial Assets, to the Custodial Account Agreement, to this Account Agreement, to the Depositor’s relationship with NDTCO and/or the Administrator; or any actions taken by the Depositor, their agent, or NDTCO and/or the Administrator.

29. Arbitration Location; Finality; Procedures; Waiver of Jury Trial, Class Action or any 
Representative Action; Related Matters

(a) The Depositor agrees that Arbitration shall only occur in Johnson County, Kansas, to the 
exclusion of all other venues (unless the parties elect a different venue in writing), and shall be administered by a single arbitrator in a confidential proceeding. Any arbitration will be administered by Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures, as may be in effect from time to time (“JAMS Rules”). The parties acknowledge that the Depositor is an investor, not a consumer, and this Account Agreement concerns investment transactions in an account that are controlled by the Depositor. Therefore, the parties specifically agree and acknowledge that the JAMS Consumer Arbitration Minimum Standards do not and shall not apply to any arbitration that arises from this Account Agreement. This includes, but is not limited to, any provisions of the JAMS Consumer Arbitration Minimum Standards that allocate the costs and fees associated with the arbitration, that set the venue for the arbitration, or any other provision of those Standards that conflicts with the terms of this Account Agreement. 

(b) By agreeing to arbitration, the Depositor and NDTCO and/or the Administrator are voluntarily waving their right to seek remedies in court, including their right to a jury trial. The parties agree that the Depositor cannot bring any claims addressed herein as part of a class action or in any other representative action, and the arbitration of such claims must proceed on an individual, non-class, and non-representative, basis. The Depositor specifically waives their right to bring any claim related in any way to the Custodial Account, the Custodial Assets, the Custodial Account Agreement, this Account Agreement or any other matter addressed herein on a class, mass, collective, consolidated, or any other representative basis. If the Depositor, NDTCO and/or the Administrator, or any other party requires arbitration of a particular claim, neither party nor any other person may pursue the claim in any litigation, whether as an individual action, class action, private attorney general action, or any other representative action.

(c) In the event of an arbitration, certain fees, expenses and costs will be required to be paid by the Depositor based on the JAMS Rules. Disputes will not be resolved in any other forum or venue. The parties agree that any arbitration will be conducted by a retired judge who is experienced in dispute resolution. Pre- arbitration discovery will be limited to the greatest extent provided by the JAMS Rules and discovery protocols of JAMS. Motions for summary disposition of a particular claim or issue will be permitted to the greatest extent allowed by the JAMS Rules.

(d) Any arbitration award will not include factual findings or conclusions of law, and no 
consequential, punitive, indirect, incidental, exemplary or special damages will be awarded unless otherwise required under applicable law. The arbitrator will not have any power or authority to render any award or issue any order at any time except as permitted in this Account Agreement. The award of the arbitrator will be binding on both parties, is not appealable, and may not be disputed in any court. Notwithstanding any other rules, no arbitration proceeding brought against NDTCO or the Administrator will be consolidated with any other arbitration proceeding without such party’s written consent. Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in Johnson County, Kansas, or in any other court having jurisdiction for this limited purpose only. The arbitrator will have the authority to award reasonable attorneys’ fees and costs, including the costs of the arbitration, to the prevailing party. The prevailing party in any judicial motion to confirm or enforce an arbitration award rendered pursuant to this paragraph shall be entitled to reimbursement of its reasonable attorneys’ fees and costs from the non-moving party.

(e) If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions will nevertheless remain in force.

30.  LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. IN NO EVENT SHALL ANY PARTY (INCLUDING NDTCO AND THE ADMINISTRATOR) HAVE A REMEDY OF, OR BE LIABLE TO ANY OTHER PARTY OR TO ANY OTHER PERSON FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT OR CLAIM TO INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES THEY MAY SEEK OR WHICH MAY ARISE IN CONNECTION WITH ANY 
PROCEEDING, CLAIM OR CONTROVERSY ARISING IN CONNECTION WITH THIS ACCOUNT AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

31. One (1) Year Claims Limitation

Any claim, action, or proceeding alleging breach of contract, negligence, misrepresentation, fraud, or any other controversy arising out of or in connection with any acts or omissions of NDTCO and/or the Administrator or otherwise that in any way relates to or arises from the parties’ relationship, the Custodial Account, the Custodial Assets, the Custodial Account Agreement, or this Account Agreement, including any acts or omissions authorized by Depositor or any of Depositor’s agents, must be filed within one (1) year of the occurrence of the facts or circumstances that gave rise to the potential causes of action. Any claims that are not brought within the applicable time shall be forever barred without regard to any other limitations period set forth by law or statute.

32. Choice of Law

The parties agree that this Account Agreement, their relationship, and any and all claims that arise from or in any way relate to the Custodial Account Agreement, this Account Agreement, their relationship, the Custodial Account, or the Custodial Assets shall be governed by the laws of the State of Kansas, without regard to its choice of law rules.

33. Important Clarification Regarding Pending Litigation; No Waiver of Existing Claims

This provision is prospective only. Nothing in this provision (including any dispute resolution terms, arbitration provision, class action waiver, jury trial waiver, limitation of liability, or other remedial, procedural, or substantive term) is intended to, and will not be construed to, directly or indirectly:

(a) release, waive, limit, impair, or otherwise affect any claim, right, remedy, or cause of action that is or may be asserted in any pending litigation or putative class action, in each case to the extent based on conduct, events, omissions, or circumstances occurring before the effective date of this provision; or

(b) affect, restrict, or otherwise impair the ability of any account holder to assert, pursue, 
participate in, opt into, opt out of, or obtain relief in connection with any claim that is or may be asserted in any pending litigation or putative class action, in each case to the extent based on conduct, events, omissions, or circumstances occurring before the effective date of this provision. For clarity, and without limiting the foregoing, (i) this provision does not create any admission of liability or wrongdoing by the Custodian, and (ii) this provision does not change the non-fiduciary, self-directed nature of the Account or the Custodian’s role, as described elsewhere in this Account Agreement.

34. Amendment to this Account Agreement

The Depositor irrevocably delegates to NDTCO and the Administrator the right and power to amend this Account Agreement. Except as hereafter provided, NDTCO and/or the Administrator will give the Depositor 30 days prior written notice of any amendment. In case of a retroactive amendment required by law, NDTCO and/or NDIRA will provide written notice to the Depositor of the amendment within 30 days after the amendment is made, or if later, by the time that notice of the amendment is required to be given under regulations or other guidance provided by the IRS. The Depositor shall have consented to any such amendment unless the Depositor provides written notice of the contrary to NDTCO and/or the Administrator within 30 days after notice to the Depositor and requests a distribution or transfer of the balance in the Custodial Account.

35. Severability

If any part of the Custodial Account Agreement or Account Agreement is held to be illegal, 
unenforceable, or invalid, the remaining parts will not be affected and will remain in full force and effect. Neither the Depositor’s nor NDTCO’s and/or the Administrator’s failure to enforce at any time or for any period of time any of the provisions of the Custodial Account Agreement or Account Agreement shall be construed as a waiver of such provisions, or of NDTCO’s and/or the Administrator’s right thereafter to enforce each and every such provision.

36. Notices and Change of Address

Any required notice regarding the Custodial Account or any Custodial Assets will be considered sent and effective at the earlier of (a) NDTCO and/or the Administrator sends said written notice to the Depositor’s last known address within NDTCO’s and/or the Administrator’s records; or (b) NDTCO and/or the Administrator post the notice to the Custodial Account via the online client portal. Any notice given to NDTCO and/or the Administrator will be considered effective only upon actual receipt at NDTCO’s or the Administrator’s place of business. The Depositor and the Depositor’s representatives or agents must notify NDTCO and/or the Administrator of any change of address or email address immediately but no later than within 30 days of the change of address. If the Depositor or the Depositor’s representative or agent fails to timely update their address or email address, the Depositor agrees to indemnify and hold the Indemnitees harmless from and against any liability or causes of action that may arise because of their failure to timely update their 
address. NDTCO and/or the Administrator shall not be liable for its good faith reliance on an 
address, or any information with respect thereto, provided by any commercial address locator service. For all purposes of this Account Agreement, an email transmission is deemed to be in 
writing, and the term “address” includes a party’s email address. NDTCO and the Administrator are entitled to rely on the information disclosed to them until they have received written notice of a change in such information and have had a reasonable period of time to react thereto. If the Depositor has consented to the terms and conditions of NDTCO’s and/or the Administrator’s consent to conduct transactions electronically and to receive electronic delivery of notices and disclosures, as may be in effect from time to time, (the “Electronic Disclosure”), or if the Depositor accesses the Custodial Account through its online account access and has instructed NDTCO and/or the Administrator to deliver notices and disclosures electronically, the Depositor has agreed that: (a) all Custodial Account statements, disclosures, Depositor’s directions and transactions, and notices to the Depositor will be provided electronically as described in the Electronic Disclosure; and (b) the Depositor’s or the Depositor’s authorized agent’s use of an electronic signature serves as an “original” signature and will bind the Depositor to the terms of any document executed with an electronic signature. The Depositor agrees that NDTCO and the Administrator shall be entitled to rely on any signature or completed form that purports to be transmitted from the Depositor or its authorized agent, and NDTCO and the Administrator shall be held harmless for their 
reliance on such materials. The Depositor and NDTCO and/or the Administrator retain their 
respective rights as provided in the Electronic Disclosure. If the Depositor has not consented to the Electronic Disclosure or later withdraws consent, then any notice provided by NDTCO and/or the Administrator to the Depositor for any circumstance shall be sent to the Depositor’s address by regular mail or as otherwise permitted by applicable law, and for purposes of this Account Agreement shall be considered delivered as provided in this section.

37. Electronic Signature and Recordkeeping 

By having a Custodial Account, you acknowledge and agree to the terms outlined in NDTCO’s terms outlined in https://knowledge.ndtco.com/ electronic-communications-policy/. This includes your consent to conduct all business electronically, receive disclosures and communications in electronic format, and utilize secure electronic signature technology. These terms are consistent with applicable federal and state laws, including Kansas Uniform Electronic Transactions Act (K.S.A. 16-1605, 16-1607, 16-1612, as amended from time to time) and federal ERISA regulations (29 CFR § 2520.107-1, as amended from time to time). 

38. Electronic Signatures in Global Commerce Act.

By providing your electronic signature, you affirm your intent to be legally bound by this Account Agreement and all related account opening documents for your Custodial Account. Pursuant to the Kansas Uniform Electronic Transactions Act (K.S.A. 16-1605 and 16-1607, as amended from time to time), your electronic signature shall not be denied legal effect or enforceability solely because it is in electronic form. You consent to receive all disclosures, agreements, notices, and other documents related to your Custodial Account electronically, and acknowledge that if a law requires a record to be in writing, an electronic record satisfies that requirement under Kansas law (K.S.A. 16-1607(c), as amended from time to time). You acknowledge that Clicking “I Agree” constitutes a clear affirmative action indicating your agreement to conduct business electronically and to open a Custodial Account under the terms provided. You confirm that your identity has been verified through secure authentication methods and that you are authorized to act on behalf of the retirement account titled as: New Direction Trust Company FBO [Depositor Full Name] IRA. You 
understand that this Account Agreement may require signatures from the Depositor, any beneficial owner, and any fiduciary of your Custodial Account, as well as the Custodian who legally holds the account. A copy of your electronically signed documents will be retained and made accessible through the Custodial Account’s secured client portal or upon request. Electronic signatures are captured using secure technology, including timestamping, device identification, and encryption, to ensure authenticity and integrity. You may withdraw your consent to use electronic signatures or request paper copies at any time by contacting New Direction Trust Company at info@ndtco.com or by calling 877.742.1270 Monday – Friday 8:30 AM to 5:00 PM Mountain Time Zone. Please note that withdrawal may delay or prevent account opening or transaction processing. You agree that this acknowledgement is consistent with applicable federal and Kansas statutes, including the Kansas Uniform Trust Code and Kansas Uniform Electronic Transactions Act (K.S.A. 16-1605, 16-1607, as amended from time to time), which recognize the legal effect of electronic records and signatures. 

39. Biometric and Device-Based Authentication 

Certain features may utilize biometric authentication (e.g. fingerprint or facial recognition) and device-based security measures. By enabling these features, you consent to their use for their 
secure access and transaction authorization. 

40. Push Notifications and In-App Messaging 

You may receive push notifications or in-app related messages related to account activity, 
disclosures, or service updates. You can manage notification preferences within the app settings. 

41. Third-Party Services and Integrations

From time to time, NDTCO or the Administrator may offer access to or integrate with third-party services, platforms, or technologies (“Third-Party Services”) to enhance the functionality, 
convenience, or accessibility of the Custodial Account. These may include, but are not limited to, payment processors, investment platforms, custodial tools, identity verification services, and data aggregation providers.

By using these Third-Party Services through NDTCO or the Administrator, you acknowledge and agree to the following:

1.  Independent Terms and Policies

   • Your use of any Third-Party Service is subject to the terms, conditions, and privacy policies of the respective provider. Neither NDTCO nor the Administrator control and are not responsible for the content, functionality, or data practices of these services.

2. No Endorsement or Warranty

   • Neither NDTCO nor the Administrator endorse, guarantee, or make any representations or warranties regarding the reliability, security, or performance of Third-Party Services. Use of such services is at your own risk.

3. Data Sharing and Authorization

   • You authorize NDTCO and the Administrator to share necessary custodial account information with Third-Party Services solely for the purpose of facilitating requested transactions or services. All data sharing will comply with applicable privacy laws and NDTCO’s Privacy Policy.

4. Limitation of Liability

   • Neither NDTCO nor the Administrator shall be liable for any loss, damage, delay, or disruption caused by the use or failure of any Third-Party Service, including but not limited to service outages, data breaches, or transaction errors.

5. Revocation of Access

   • You may revoke access to Third-Party Services at any time by contacting NDTCO or the Administrator. However, doing so may limit or disable certain features or services available through the Custodial Account. 

42. Cloud and Third-Party Provider Outages 

(a) Excused Non-Performance. Except for the Depositor’s obligation to pay amounts due, neither NDTCO nor its Affiliates shall be liable for any delay or failure to perform any obligation under this Agreement to the extent caused by a Force Majeure Event, being any event beyond NDTCO’s and its affiliates reasonable control, including acts of God, natural disasters, war, terrorism, civil or military disturbances, epidemics/pandemics, governmental orders, labor disputes, failures of utilities or telecommunications, widespread cyber-attacks, Domain Name System (DNS) resolution failures, or outage/degradation of third-party cloud or hosting providers (including Amazon Web Services (AWS), Microsoft Azure, or Google Cloud Platform), data centers, payment networks, or internet infrastructure.

(b) No Liability for Depositor’s Inability to Transact. Depositor acknowledges that a Force Majeure Event may prevent access to NDTCO’s online or API channels, resulting in temporary inability to initiate, authorize, or settle transactions, or view balances or statements. Neither NDTCO nor the Administrator shall have any liability for Depositor’s lost revenues, trading opportunities, consequential damages, or other direct or indirect Losses arising therefrom.

(c) Notice & Mitigation. NDTCO or the Administrator will (i) provide commercially reasonable notice of a Force Majeure Event and its anticipated impact/extent, and (ii) use commercially reasonable efforts to mitigate and restore service, including activating business-continuity procedures, alternate processing sites, and region failovers where available.

(d) Duration; Termination Right. If a Force Majeure Event materially impairs a material service for more than 48 consecutive hours/2 days, either party may terminate the affected service(s) upon written notice, without penalty; provided that Depositor remains responsible for all amounts accrued prior to termination.

(e) Allocation of Risk; Credits at NDTCO’s Sole Discretion; Exclusive Remedy.
NDTCO and the Administrator have no obligation to provide any service level credits for downtime or unavailability. Any credits that NDTCO or the Administrator may choose to offer, if any, shall be issued solely at NDTCO’s and the Administrator’s discretion and may be granted, withheld, or modified in their sole judgment. Any such discretionary credit, if offered, shall constitute the Depositor’s sole and exclusive monetary remedy for downtime or unavailability, and all other remedies or damages of any kind are excluded to the fullest extent permitted by law.

(f) To the fullest extent permitted by law, NDTCO and the Administrator shall not be liable for 
indirect, special, incidental, punitive, or consequential damages (including lost profits, trading 
losses, loss of data, or business interruption) arising from or related to service unavailability or degradation caused by a Force Majeure Event, and NDTCO’s and the Administrator’s total aggregate liability for direct damages under this Account Agreement shall not exceed the fees paid by Depositor for the affected service(s) during the twelve (12) months preceding the event.

43. No FDIC Insurance for Investments

Depositor recognizes that investments purchased and/or held within the Custodial Account: 1) are not insured by the Federal Deposit Insurance Corporation (FDIC); 2) are not a deposit or other obligation of or guaranteed by NDTCO or the Administrator; and 3) are subject to investment risks, including possible loss of the principal amount invested.

44. NDTCO Privacy Policy

Can be accessed at ndtco.com/privacypolicy.

45. Acknowledgement and Signature

The Depositor must read the above agreement carefully. By opening or maintaining an account with NDTCO, the Depositor acknowledges and agrees that they have reviewed and is bound by the Fee Schedule, including all applicable fees and charges. For more information about NDTCO’s fees, please refer to NDTCO Fee Schedule: https://ndtco.com/fees/. 

The Depositor also acknowledges that they have read and understand the Custodial Account 
Agreement and Disclosure Statement, IRS Form 5305 for the type of account established in 
connection herewith: for Traditional IRA (Form 5305-A), Roth IRA (form 5305-RA), SEP IRA (Form 5305-SEP), HSA (Form 5305-C) or SIMPLE IRA (Form 5305-SA). Depositor also agrees to abide by terms of the Custodial Account Agreement and Disclosure Statement as currently in effect or as they may be occasionally amended. The Custodial Account Agreement and Disclosure Statement can be found online at NDTCO Forms; https://ndtco.com/forms/.

Under penalties of perjury, the Depositor certifies that the information they have provided is 
correct. The Depositor hereby agrees to participate in the Custodial Account offered by the 
Custodian. The Depositor agrees that if the Custodial Account is to be funded by a rollover 
contribution, the Depositor hereby irrevocably elects, pursuant to the requirements of Section 1.402(a)(5)-1T of the IRS regulations, to treat such contribution as a rollover contribution. Depositor also directs that all benefits upon his or her death be paid as indicated by the Depositor or by the Depositor’s subsequent beneficiary designation. If Depositor has named or names a beneficiary which is a trust, Depositor understands that they must provide certain information concerning such trust to the Custodian.