Privacy & Legal
Privacy & Security
Collection and Use of Personal Information
Certain activities on our site require you to provide personal information. We regularly review our privacy and security policies to address new developments and continue to keep your information safe and secure. We have outlined where we collect and use your information below.
• We collect information to contact you. If you want us to contact you, we will use your email to do so. You can unsubscribe at any time by emailing us at firstname.lastname@example.org. If you contact us, information you give us verbally or electronically may be collected.
• We collect information that you enter on our site. We do this to tailor our recommendations for your needs and circumstances. This includes information such as your name, email address, number and age of family members, income ranges, savings ranges, outstanding debt, recent life events, and financial goals.
• If you fill out forms, we collect the information. Forms may include subscription forms, questionnaires, or account requests. We may collect this electronically or verbally. We may collect your name, address, nationality, tax identification number, age, and financial and investment qualifications. To maintain our regulatory compliance responsibilities, some of this information must be collected to abide by the laws and rules by which we are governed.
• If you do business with us, financial information will be collected.
• We collect information from third party firms or data services. For example, if you open an account through us, we will receive transaction activity and position information in your account from the account custodian.
• We have a presence on various social media platforms, such as Facebook, Twitter, and LinkedIn. We receive anonymous and aggregated demographic and use data related to our presence on those platforms.
• We use tracking software to analyze traffic on this website or any supported devices, including tablets and other mobile devices. We do this to understand our customers' and visitors' needs and to continually improve our site. This web tracking software collects anonymous, aggregate statistics. Examples include internet protocol addresses, the date and time when you use our services, the type of computer browser, and the operating system that you used.
• We may place cookies and similar files on your hard drive for purposes such as security, to facilitate site navigation, and to personalize your experience on our site.
• We do not track your activities over time and across multiple third party websites or online services. Third party service providers, such as analytics service providers, may track your online activities over time and across third-party websites or online services and may not honor a Web browser “do not track.” To learn more about the analytics service provider we use and choices it may give you about tracking, please visit their privacy policies: GoogleAnalytics (Google Analytics Privacy and Google Analytics Opt-Out Browser Add-On).
• We may use the information that we collect about you to deliver the products and services you request; provide you with customer support; communicate with you including via email, postal mail, phone or mobile devices and to send newsletters, surveys, offers, and other promotional materials related to our Services or the products and services of others.
• We may aggregate and make anonymous your personal information, in part, so that we better understand how our Services are working in the aggregate. We may use and disclose this aggregated and anonymous data without restriction.
Disclosure of Personal Information
• when you set up a brokerage or other type of financial account through the Services, we may disclose some of your personal information to our financial custodian, currently Shareholders Service Group (www. http://www.ssginstitutional.com);
• to third party service providers that provide services on our behalf, including to conduct quality assurance testing and to provide technical support;
Links to Other Websites and Advertising
Your Choices Regarding Your Personal Information.
Respecting Children's Privacy
This site is not directed to children and we don't knowingly ask for information from any child under the age of 18. If a parent or guardian becomes aware that his or her child has provided us with information without his or her consent, he or she should contact us at email@example.com.
Security is of paramount importance. Making sure we protect personal information allows us to maintain your trust. This site has industry standard security measures in place designed, to protect against the loss, misuse, and alteration of the information. While we strive to protect your information, there are no guarantees on security measures. We cannot guarantee the protection of information from accident, interception, or misappropriation.
LAST REVISED ON: NOVEMBER 27, 2013
Welcome to Bicycle Financial, a website located at bicyclefinancial.com (the “Site”) and operated by Bicycle Financial, Inc. (“Bicycle”, “us”, “our”, and “we”). We provide the Site and mobile applications (the “Applications” and collectively with the Site and all services provided through the Site and Applications, the “Services”) that offer information and “boxes” that radically simplify your personal finances. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted in the Services in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS, JURY TRIALS, OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
• Although we strive to simplify your financial life, we are not a legal or tax advisor and the Services are not intended to provide legal, tax, investment, or insurance advice.
• While the tools, education, and products we provide may help you manage your financial life, you are the ultimate decision maker. You are solely responsible for determining whether any investment, investment strategy, security, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. You should consult your legal or tax professional regarding any particular transaction.
• Nothing on the Services should be construed as an offer to sell, a solicitation or an offer to buy, or a recommendation for any security by Bicycle.
• At no time are we or any of our affiliates acting as a fiduciary for purposes of the Employee Retirement Income Security Act of 1974 or any similar state law.
1. THE BICYCLE SERVICES.
(a) Bicycle Financial LLC is a Delaware limited liability company, established May 24, 2012, and headquartered in Bethesda, MD with offices in San Francisco, CA. It operates as an SEC-registered investment advisor under the Investment Advisers Act of 1940. Bicycle Financial LLC is a subsidiary of Bicycle Financial, Inc., a Delaware corporation. Bicycle Financial, Inc. develops and manages our personal finance and security software related to our Services. It further develops and manages marketing, product, and operations activities.
(b) Our goal is to provide you with financial planning guidance related to saving, budgeting, investing, and insurance through a proprietary technology platform (the "Wizard"). To receive this guidance, you are asked to enter personal information into the Wizard. Using this information, the Wizard provides you with financial recommendations and a simplified financial plan." This includes financial guidance as well as articles, calculators, and other tools. To access this financial guidance and other items in the broader Bicycle library of education and tools, you may be asked to pay a fee.
(c) As part of our Services, we may recommend investing and insurance solutions from third party institutions. Our current investing recommendations include Target Date mutual funds and money market accounts and funds. Target date mutual funds hold a wide mix of investments and take on less risk as a specific date approaches (the "Target Date"). Money market accounts and funds can be used to hold cash for an emergency fund or other short-term goals. Money market accounts are FDIC-insured; money market funds are not FDIC-insured, which means there is some risk of loss of principal. Money market funds traditionally pay a better interest rate than a bank money market account and are regulated and required to invest in short-term debt securities.
(e) By using our Services, you understand and acknowledge that the results you obtain cannot be guaranteed. Investments have a risk of loss.
2. TRANSACTIONS OR RELATIONSHIP WITH OUR CUSTODIAN
Bicycle LLC is an SEC registered investment advisor. We use a third party broker/dealer, namely Shareholder Services Group, Inc., as the custodian for our clients' funds and securities. Our custodian sets up a separate account for each client where it holds that client’s assets. Our clients control their assets directly with the custodian and the custodian sends an account statement, at least quarterly, directly to the client. We will recommend certain financial instruments, but you may trade in other non-recommended securities as well. As a client, when you engage with us, you will use our third-party brokerage custodian. Bicycle disclaims trading outside of our recommendations and waives responsibility and liability that may result from any such trading.
(a) Account Creation. In order to become a Registered User and register for Bicycle, you must register for an account with Bicycle (a “Bicycle Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (i) all required registration information you submit is truthful and accurate and (ii) you will maintain the accuracy of such information. You may delete your Bicycle Account at any time, for any reason, by emailing us at firstname.lastname@example.org. You acknowledge that you have no ownership or other property interest in your Bicycle Account and that all rights in and to your Bicycle Account are owned by and inure to the benefit of Bicycle. Bicycle may suspend or terminate your Bicycle Account in accordance with Section 12.
(b) Account Credentials and Responsibilities. As part of the registration process you may be required to provide an email address and select a password (collectively “Credentials”), which you may not share with any third parties. If someone accesses the Services using your Credentials, we will rely on those Credentials and will assume that it is really you or your representative who is accessing the Services. You are solely responsible for any and all use of your Credentials and all activities that occur in connection with your Credentials. We reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your Credentials, including terminating your access, changing your password, or requesting additional information to authorize activities related to your Credentials. You agree to immediately notify Bicycle of any real or suspected unauthorized use. Bicycle cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
4. INTELLECTUAL PROPERTY; LICENSES; OUR TECHNOLOGY; RESTRICTIONS ON USE
(a) Right to Use Site. Bicycle grants you a non-transferable, non-exclusive, right to access and use the Services for your personal, non-commercial use, subject at all times to the terms of this Agreement.
(b) License to Use Application. Bicycle grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services made available through the Application and to download, install and use a copy of the Application on a single mobile device or computer that you own or control solely for your personal, non-commercial use, subject at all times to the terms of this Agreement. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Use of the Application is also subject to the provisions of Section 7(b).
(c) Our Technology and Content. You agree that the software, code, proprietary methods and systems used to provide the Services (“our Technology”) and the materials, information and content made available or displayed by us through the Services, including all text, graphics, images and the look and feel (collectively “our Content”) are: (i) copyrighted by us, our licensors and/or other licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. The Bicycle trademark and other related graphics, logos, service marks and trade names used on or in connection with the Services are our trademarks (“our Marks”) and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Except for the limited licenses provided herein, we reserve all right, title and interest in our Content, Marks and Technology.
(d) User Restrictions on Intellectual Property. The rights and licenses granted to you in this Agreement are subject to the following: you will: (i) not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise exploit the Services except as expressly authorized in this Agreement, (ii) not modify, disassemble, decompile, or reverse engineer any part of the Services; (iii) not access the Services in order to build a similar or competitive website, application or service; (iv) not copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Services; and (v) not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services will be subject to this Agreement.
(e) Beta Services. From time to time, we may make available beta services, features or tools with which you may experiment (collectively, “Beta Services”). Such Beta Services are offered to you solely for experimental purposes and without warranty of any kind, and may be modified or discontinued at our sole discretion. If we provide you access to a Beta Service you agree to assist us in the testing and evaluation of the Beta Service during the beta period and to provide Feedback, which we may use and will be governed by the provisions below (Feedback). The provisions of this Section apply with full force to any Beta Services that are identified to you as Beta.
(f) Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us, including through any suggestion, feedback or forum pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights without restriction and in all media now known and later developed.
5. ACCEPTABLE USE POLICY AND USER CONTENT
(a) Acceptable Use Policy. The following sets forth our Acceptable Use Policy. You agree not to:
● harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their and our consent;
● interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks;
● attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means;
● harass or interfere with another User’s use and enjoyment of the Services;
● introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
● harass, defame, libel, defraud, threaten, infringe the privacy of, or tortuously injure the Site’s users and customers;
● upload, transmit, display or distribute any offensive, discriminatory, obscene, vulgar, patently offensive, harmful or pornographic content, or any content that is otherwise objectionable;
● infringe on our Intellectual Property Rights (“IP Rights”) or the IP Rights of third parties, which may encompass copyright, patent, trademark, trade secret, or other proprietary rights;
● interfere with our ability to provide Services to our Users and subscribers;
● upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
● systematically retrieve data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;
● use, display, mirror or frame the Services, or any individual element within the Services, including our arks or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent, and
● use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Services or that is in transit from or to the Services, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Services.
(b) “User Content” means any and all information and content that a User submits to or posts on: (i) the Services and (ii) on social networking sites where we have a page or presence (collectively “SNS Pages”). You will own your User Content, with the understanding that you agree that we may use and reproduce the User Content you make available on our SNS Pages and on the Services. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by us. Because you alone are responsible for your User Content (and not Bicycle), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire.
(c) License. You hereby grant, and you represent and warrant that you have the right to grant, to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
6. Third-Party Services.
(a) Third-Party Websites & Ads. The Services may contain links to third-party websites (“Third-Party Websites”), promotions and advertisements for third parties (collectively, “Third-Party Websites & Ads”). When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. The Third-Party Websites and Ads are not under the control of Bicycle. Bicycle is not responsible for any Third-Party Websites & Ads. We provide these Third-Party Websites & Ads only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
(b) App Store. When you download our Applications, you will do so through Apple Corporation’s App Store, another third party. You acknowledge that this Agreement is between you and us and not the App Store. As between the App Store and us, we, not the App Store, are solely responsible for the Services, including the Application, the content, maintenance, support services, and warranty, and addressing any claims relating to the App Store Sourced Application (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce its terms. The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):
(i) You acknowledge and agree that (A) the terms are concluded between you and Bicycle only, and not Apple, and (ii) as between Bicycle and Apple, Bicycle, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(ii) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(iii) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you to the maximum extent permitted by applicable law, and Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Bicycle and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Bicycle.
(iv) You and we acknowledge that, as between Bicycle and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (A) product liability claims; (B) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (C) claims arising under consumer protection or similar legislation.
(v) You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Bicycle and Apple, Bicycle, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(vi) You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(vii) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of this Agreement when using the App Store Sourced Application.
7. INDEMNITY. You agree to indemnify and hold Bicycle (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand due to or arising out of (a) your use of the Services, (b) your Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
BICYCLE DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION ON THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, TIMELINESS AND COMPLETENESS OF ANY INFORMATION AVAILABLE ON THE SERVICES, INCLUDING, IN EMAILS, OR IN YOUR BICYCLE PLAN. BICYCLE SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE SERVICES.
9. LIMITATION ON LIABILITY
IN NO EVENT WILL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF: (A) THE AMOUNT OF FEES YOU’VE PAID TO BICYCLE IN THE TWELVE MONTHS IMMEDIATERLY PRECEDING THE DATE ON WHICH THE CLAIM AROSE AND (B) ONE HUNDRED US DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
10. Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Users of the Services or Third Party Sites & Advertisements.
You acknowledge that you are familiar with the provisions of California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You hereby expressly waive and relinquish all rights and benefits under California Civil Code Section 1542 and any law or legal principle of similar effect in any jurisdiction with respect to the release and/or discharge granted herein, including but not limited to the release of unknown claims.
11. TERM AND TERMINATION. Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Bicycle Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Bicycle Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Bicycle Account may involve deletion of your content associated from our live databases. Bicycle will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Bicycle Account or deletion of your Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 5(c) and 5(f), and 6 – 16.
12. COPYRIGHT POLICY.
We respect the intellectual property of others and ask that Users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our Users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
a. your physical or electronic signature;
b. identification of the copyrighted work(s) that you claim to have been infringed;
c. identification of the material on our Services that you claim is infringing and that you request us to remove;
d. sufficient information to permit us to locate such material;
e. your address, telephone number, and e-mail address;
f. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
g. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Bicycle is:
Bicycle Copyright Agent
Bicycle Financial Inc.
182 Howard Street
San Francisco, CA 94105
14. ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE
a. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and us or our employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration.
b. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
c. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to, at most, VERY LIMITED REVIEW BY A COURT.
d. You and Bicycle must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (g) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (h) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
e. Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in Montgomery County, Maryland. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief in court in order to maintain the status quo pending arbitration, and you and we hereby agree that such a claim for equitable relief will be brought exclusively in a state or federal court located in Montgomery County, Maryland, and agree to submit to the personal jurisdiction of the state or federal courts located within Montgomery County, Maryland for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.
f. With the exception of subparts (a) and (b) in the Section above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither You nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Montgomery County, Maryland, and you and we agree to submit to the personal jurisdiction of the state or federal courts located within Montgomery County, Maryland for such purpose.
g. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
15. INTERNATIONAL USERS.
The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that we intend to announce such Services or Content in your country. The Services are controlled and offered by us from our facilities in the United States of America. We make no representations that Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
(b) Choice Of Law. This Agreement and any claim, cause of action, or dispute between you and us, including but not limited to any claim, cause of action, or dispute arising out of or relating to this Agreement or to your using or accessing the Services, shall be governed by the laws of the State of Maryland, consistent with the Federal Arbitration Act, regardless of your country or state of origin or where you use or access the Services, and without giving effect to any conflict-of-law principles that may otherwise provide for the application of the law of another jurisdiction.
(c) Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon assignees.
(d) Copyright/Trademark Information. Copyright © 2013, Bicycle Financial Inc. All rights reserved. All trademarks, logos and service marks displayed on the Site are our property or the property of other third parties. You are not permitted to use such trademarks, logos and service marks without our prior written consent or the consent of such third-party which may own the Marks.
Bicycle Financial Inc.
182 Howard Street
San Francisco, CA 94105
BICYCLE FINANCIAL LLC
A Delaware Limited Liability Company registered with the Securities and Exchange Commission as an Investment Adviser (CRD #164596)
7510 Glenbrook Road
Bethesda, MD 20814
Tel. (415) 407-6543
This brochure provides information about the qualifications and business practices of Bicycle Financial LLC. If you have any questions about the contents of this brochure, please contact us at email@example.com.
Neither the U.S. Securities and Exchange Commission (SEC”) nor any state securities authority has passed upon the adequacy or accuracy of this brochure. Registration as an investment adviser does not imply a certain level of skill or training. Additional information about Bicycle Financial also is available on the SEC’s website at www.adviserinfo.sec.gov.
The date of this brochure (“Brochure”) is
March 23, 2017
The delivery of this Brochure at any time does not imply that the information contained herein is correct as of any time subsequent to the date shown above.
This brochure has been prepared for Bicycle Financial LLC’s annual updating amendment. There are no material changes to our advisory business since our updated brochure dated March 23, 2016.
TABLE OF CONTENTS
Part 2A – Disclosures about Bicycle Financial LLC
Item Number Page Number
Item 1 – Cover Page……………………………………............................................ 1
Item 2 – Material Changes………………………………………………….................... 2
Item 3 – Table of Contents………………………………………………….................... 3
Item 4 – Advisory Business……………………………………................................. 4
Item 5 – Fees and Compensation………………………………............................. 6
Item 6 – Performance-Based Fees and Side-by-Side Management………… 8
Item 7 – Types of Clients……………………………………….................................. 8
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss….. 8
Item 9 – Disciplinary Information………………………………………….................. 11
Item 10 – Other Financial Industry Activities and Affiliations……………….. 11
Item 11 – Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading……………………..…............... 12
Item 12 – Brokerage Practices………………………………….............................. 13
Item 13 – Review of Accounts…………………………………............................... 13
Item 14 – Client Referrals and Other Compensation……………………………… 13
Item 15 – Custody.................................................................................... 14
Item 16 – Investment Discretion……………………………………………………………. 14
Item 17 – Voting Client Securities – Proxy Policy.………………………............. 14
Item 18 – Financial Information.…………………….……………………................... 14
Item 19 – Requirements for State-Registered Advisers………….……….......... 14
I. Part 2A – DISCLOSURE ITEMS ABOUT THE FIRM
Item 4. Advisory Business:
(A) General Description of Advisory Firm: Bicycle Financial LLC (the “Firm”) is a limited liability company that was founded in 2012. The Firm is a wholly owned subsidiary of Bicycle Financial, Inc. (“Bicycle Financial”). The Firm is a U.S. Securities and Exchange Commission (“SEC”) registered investment adviser.
The Internet-based Firm provides financial planning and guidance to its Clients. In addition to investment recommendations, the Firm provides guidance concerning non-investment related matters, such as personal debt and budgeting. The Firm does not take or maintain custody of any Client funds or securities. As part of its services, the Firm recommends an independent qualified custodian, such as Shareholders Service Group, to maintain Client funds and securities.
(B) General Description of Advisory Services Offered: The Firm assists its Clients with financial planning by providing guidance related to saving, budgeting, and investing, through a proprietary web-based technology platform (the “Wizard”). In this process, the Client enters personal information into the Wizard. With that information, the Wizard performs three functions: first, it generates a personalized plan for Clients with guidance on how to allocate monthly savings to financial goals; second, it determines educational content that might be relevant to the Client and can be accessed on the firm’s website; and third, it provides savings and non-discretionary investing recommendations tailored to the Client.
The Firm’s investing recommendations are currently only provided with respect to Target Date mutual funds and Money Market accounts that are managed by investment advisors with which the Firm may have prior compensation and other arrangements.
Target Date mutual funds are diversified funds that are structured to address a future date or event, such as retirement or college savings. The fund’s manager typically allocates the fund’s asset mix (stocks, bonds, and cash equivalents) more aggressively early on and shifts the allocation to be more conservative as the “target date” draws nearer.
Money Market accounts (“MMs”) can be used to build cash for an emergency fund or other short-term goals. MMs may be Money Market Funds, which are brokerage products, or Money Market Accounts, which are bank products. Money Market Funds are not FDIC-insured, which means there is some risk of loss of principal but, historically, that risk has been slight. They traditionally pay a better interest rate than a bank money market account. Money Market Funds are regulated under the Federal Securities Laws and are required to invest in short-term debt securities such as certificates of deposit and U.S. Treasury bills. The funds try to maintain a share price of $1; however, there's no guarantee a fund will be able to maintain the share price.
Clients must make an independent determination as to whether to follow any recommendation made by the Wizard and must make their own arrangements for execution of any desired transactions or the use of any custodian or broker dealer.
(C) Tailoring of Advisory Services and Client Imposed Restrictions: Using the information provided by the Client, the Firm will tailor its guidance to the Client in terms of the types of investing accounts to open and the amount of money to save and invest. Incomplete and/or incorrect information provided by a Client may result in investment advice that is not tailored to the Client’s particular situation.
As the Firm does not have investment discretion over Client accounts, Clients are free to follow, modify, or disregard the Firm’s investment recommendations as they may choose.
Clients are strongly encouraged to consider their individual circumstances, risk tolerance and needs prior to following any of the Firm’s generated recommendations.
(D) Wrap Fee Programs: Not applicable.
(E) Client Assets Under Management: (rounded to the nearest $100,000)
Discretionary: Not applicable.
Non-discretionary: Not applicable.
Assets Under Advisement: As of March 20, 2016, the Firm had less than $100,000 under advisement.
The Firm does not maintain “assets under management” as that term is defined in the instructions to Form ADV. Rather, the Firm provides initial advice to Clients without continuous and regular monitoring and reallocation. Beyond that, the Firm provides intermittent or periodic advice when requested by the Client. Assets included in the Firm’s calculation of Assets Under Advisement are those Client assets held in accounts at SSG that are opened via the Firm.
Item 5. Fees and Compensation:
Generally: The Firm is compensated for its services by charging employers and financial institutions that may elect to license the Firm’s saving and investing platform. This would include access to the Firm’s content, calculators, and any other services the Firm elects to provide. The Firm reserves the right, in its sole discretion to amend or change its pricing policy for its current services or any additional services that it may offer. As described in Sections (C) and (E) below, the Firm may be compensated from other third-party sources depending upon whether the Client elects to use Firm-recommended investment vehicles.
(A) Payment of Fees: The Firm charges Clients no fee to access the website, including the Wizard and the Firm’s educational resources.
Fee Arrangement for Employers: The Firm offers employers an option to provide their employees the Firm’s services as a complement to other services employers offer their employees. The fees for the employer services would be billed monthly or quarterly and are negotiable.
(B) Fee Deduction: The Firm does not deduct fees from Client assets.
(C) Other Fees and Expenses: Clients may incur certain other standard fees and expenses from third parties that the Firm recommends to the Client. Such fees and costs are separate and distinct from Firm fees. They could include brokerage commissions, account opening fees, transaction fees, custodian fees, mutual fund operating expenses, 12(b)-1 fees, IRA and qualified retirement plan fees, and other related costs and expenses that would be incurred directly by the Client and billed according to standard terms set by the third party. A description of these fees and expenses is available in materials provided to the Client by each firm.
Clients may access the Firm’s Online Content and receive recommendations without any condition or obligation, directly or indirectly, to act on the Firm’s recommendations. Even if they elect to follow the Firm’s recommendations, Clients are not obligated to utilize specific brokers, custodians, or funds recommended by the Firm.
(D) No Prepaid Advisory Fees: The Firm does not charge Clients advisory fees.
(E) Compensation for the Sale of Securities or Other Investment Products: The Firm or its parent company, Bicycle Financial, Inc., may be compensated by third parties for Client referrals. This practice presents conflicts of interest that may give the Firm an incentive to recommend products based in part upon the existence of such compensation arrangements rather than based solely on the Client’s needs.
The Target Date funds that the Firm recommends are No-Load mutual funds. Although the funds are “no-load,” they still incur internal fees charged by the Target Date fund company to cover management, distribution and other costs. Each fund’s prospectus explains the specific fees applicable to each fund.
In deciding which Target Date funds to recommend, the Firm’s Investment Committee assesses fund managers, no less than semi-annually, on the basis of multiple factors related to their Target Date funds, including but not limited to the funds’ historical performance, ratings by third-party firms such as Morningstar, and the cost of the funds to investors.
For the funds it recommends, the Firm receives no compensation from the fund companies.
The Firm may make referrals for life insurance to a 3rd party life insurance provider. In that case, the Firm currently receives no compensation for such referrals, though it may change this arrangement in the future.
The Firm addresses these conflicts of interest in numerous ways, including but not limited to the following:
- With regard to insurance products, the Firm discloses that it is making a referral to a 3rd party for which the Firm is currently not compensated with a referral fee.
- In all cases, the Firm informs its Clients that they may obtain investment and/or insurance products through unaffiliated third party providers.
- The Firm does not have discretion over any Client funds. Clients have the ultimate decision-making power to accept or reject any recommendations made by the Firm.
(F) Arbitration: As provided in the Firm’s Client Agreement, Clients who engage the Firm’s services must consent to a pre-dispute arbitration agreement. The Firm believes that arbitration or mediation of disputes is generally quicker, easier and less expensive than litigation, which allows the Firm to maintain lower prices for its services. Nevertheless, arbitration does limit certain rights, as discussed more fully in the Client Agreement.
Item 6. Performance-Based Fees and Side-by-Side Management:
Not applicable. The Firm does not charge performance-based fees.
Item 7. Types of Clients:
The Firm’s Clients are generally individuals who are trying to better understand and act on their financial needs. They are not required to have a certain level of investment experience, personal wealth or financial knowledge or sophistication. The Firm’s services are not designed to address all of a Client’s financial needs. For example, Clients are strongly encouraged to utilize the services of a CPA or other tax professional for advice relating to tax matters and an attorney for estate planning and preservation.
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss:
(A) Methods of Analysis and Investment Strategies: As described in Item 4.B., the Firm formulates and provides Clients with investment advice via its Wizard. Under an agreement with the Firm, Bicycle Financial designed and developed the Wizard. The Firm‘s Investment Committee designs the underlying rules driving the Wizard and monitors the Wizard’s ongoing function and performance.
As it pertains to securities recommendations, the Wizard’s proprietary rules engine generates non-discretionary recommendations based on information provided by the Client. In formulating advice, the Wizard takes into consideration Client-specified information related to the Client’s life, financial situation, and financial goals.
The Firm’s investment advice is solely limited to Target Date mutual funds and Money Market accounts. As mentioned in Item 5.E., the Firm selects third-party investment companies that offer Target Date mutual funds and Money Market accounts that meet the Firm’s criteria including, but not limited to, fund performance and ratings, and expense ratios.
(B) Risks Associated with the Firm’s Investment Strategies: All investments involve risk. The Firm does not guarantee the results of the advice given. Significant losses can occur by investing in securities, or by following any investment strategy, including those recommended by the Firm. The financial markets may change, sometimes rapidly and unpredictably, and Clients may not have the ability to avoid or prevent losses.
The Firm bases its recommendations on information provided by Clients and relies on Clients to provide accurate information. If the Client provides inaccurate or incomplete information, this will impact the quality and relevance of the Firm’s recommendations.
The Firm generates recommendations to Clients from proprietary software, which may be subject to system error.
Clients are urged to consult with their own legal, financial, tax and economic advisors, and to conduct their own due diligence on recommended securities before following any recommendation by the Firm.
In making investment recommendations there are a number of factors that the Firm does not consider, including but not limited to:
Tax Implications: The Firm does not consider Client-specific tax implications with respect to the recommendations it makes. Each Client must rely on its own examination, and that of its tax advisors, in evaluating any tax implications of an investment strategy or selection of an investment vehicle. Clients should not construe the contents of the Wizard, Online Content, or any recommendation made by the Firm as tax advice.
Characteristics of Existing Portfolios: The Firm does not consider a Client’s existing assets or investment holdings when making investment recommendations. For example, when making a recommendation to purchase a Security, the Firm does not consider the asset allocation of the Client’s other holdings, nor the securities the Client may already hold in other bank or investment accounts, including but not limited to workplace retirement accounts.
The Firm’s services are designed for investors with straight-forward financial situations. The Firm’s services are streamlined so that they can remain low-priced. Clients with more complicated financial profiles, including assets that may not be easily or efficiently liquidated, should consider whether the Firm offers the right program for their situation. To the extent the Client funds an account through the Firm by liquidating previously-held securities, the Client should consider fees they may have paid to invest in other funds, and early redemption fees for, or tax consequences of, selling such securities as well as potential brokerage costs.
Material Risks of Investing in Target Date Mutual Funds: As with any mutual fund, there is no guarantee that a Target Date fund will achieve its objective. The “date” of the Target Date refers to the approximate year an investor in the fund expects the catalyst event to occur. For example, when a Client invests for retirement, the date refers to the approximate year the investor would plan to retire and likely would stop making new investments in the fund. Such a fund is designed for an investor who plans to withdraw the value of the account gradually after retirement.
The fund’s share price fluctuates, which means the Client could lose money by investing in the fund. The losses could occur at or near the target date. The principal risks of investing in Target Date funds include but are not limited to:
- Asset allocation risk: A Target Date fund’s risks will directly correspond to the risks of the underlying funds in which it invests. By investing in many underlying funds, a Target Date fund has partial exposure to the risks of many different areas of the financial markets, and the Target Date fund’s overall level of risk should decline over time as the allocation becomes more conservative. However, the selection of the underlying funds and the allocation of the Target Date fund’s assets among the various asset classes and market sectors could cause the Target Date fund to underperform other funds with a similar investment objective.
- General equity risk: Stocks generally fluctuate in value more than bonds and may decline significantly over short periods. As with any fund having equity exposure, the Target Date fund’s share price can fall because of overall weakness in the stock market. The value of a stock fund in which the Target Date fund invests may decline due to general market conditions or because of factors affecting an industry or market sector.
- Small- and mid-cap stock risk: Investing in small- and mid-cap funds entails greater risk than investing in funds focusing on larger companies. Stocks of smaller companies are usually more volatile than stocks of larger companies.
- Investment Style: Because a Target Date fund may invest in stock funds with both growth and value characteristics, its share price may be negatively affected if either investing approach were to fall out of favor. Growth stocks tend to be more volatile than value stocks and are more sensitive to changes in current or expected earnings. Value stocks carry the risk that investors will not recognize their intrinsic value for a long time or that they are actually appropriately priced at a low level.
- Interest rate risk: A rise in interest rates typically causes the price of a bond fund to fall. Generally, the longer the weighted-average maturity of an underlying fund, the greater its interest rate risk. If the price of a bond fund underlying the Target Date fund falls, it will in turn cause the price of the Target Date fund to fall.
- Credit risk: An issuer of a debt security or counterparty to an over-the-counter derivative held by an underlying bond fund could be downgraded or default, thereby negatively affecting the underlying fund’s price or yield.
- Liquidity risk: An underlying fund may not be able to sell a holding in a timely manner at a desired price. This risk could affect both stock and bond funds in which the Target Date fund invests.
- Foreign investing risk: A Target Date fund’s investments in international funds may be adversely affected by global economic conditions or developments, or by decreases in foreign currency values relative to the U.S. dollar. The risks are heightened for underlying funds that focus on emerging markets.
Material Risks of Investing in Money Market Mutual Funds: Rules governing Money Market Funds are intended to help the fund stabilize its price at $1.00 per share. Generally, the rules impose guidelines as to the credit quality, liquidity, diversification, and maturity of the investments underlying the Money Market Funds. Even with these limitations, it is still possible for a Money Market Fund’s price to drop below $1.00 per share. This is called “Breaking the Buck.” Although Money Market Funds have Broken the Buck only a couple of times in history, it remains a possibility.
Item 9. Disciplinary Information:
Neither the Firm nor any of its ”Supervised Persons” has been involved in any legal or disciplinary event that is material to a Client’s or prospective Client’s evaluation of the Firm’s advisory business or management. “Supervised Persons” include partners, officers, directors, employees, and any other persons the Firm is required to supervise.
Item 10. Other Financial Industry Activities and Affiliations:
The Firm was affiliated with Bicycle Financial Insurance Services, LLC, which, like the Firm, was a wholly-owned subsidiary of Bicycle Financial, Inc. Bicycle Financial Insurance Services, LLC was closed in 2016.
Item 11. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading:
(A) Code of Ethics: The Firm has adopted a code of ethics (the “Code”) that requires all personnel to act with integrity and competence, and in an ethical manner when dealing with Clients or prospective Clients. The Code sets forth a standard of business conduct that takes into account the Firm’s status as a fiduciary and requires Supervised Persons to place the interests of Clients above their own interests. The Code requires Supervised Persons to comply with applicable federal securities laws, and to promptly bring violations of the Code to the attention of the Firm’s Chief Compliance Officer. All Supervised Persons are provided with a copy of the Code and are required to certify compliance with it annually.
The Code also includes insider trading policies and procedures that are designed to prevent the improper use of material, non-public information. The Firm’s insider trading policies apply to the Firm’s “Access Persons.” Access Persons include all Supervised Persons who, in relation to the Clients, (1) have access to non-public information regarding client transactions or holdings or (2) are involved in making securities recommendations to Clients or have access to such recommendations.
The Firm’s Access Persons must provide the Firm’s Chief Compliance Officer with initial and periodic reports of their personal accounts and holdings. The Firm restricts the personal trading of its Access Persons as reflected in the Code of Ethics.
The full text of the Firm’s Code is available to Clients or potential Clients upon request.
(B) Participation or Interest in Client Transactions: Neither the Firm, nor any of its Supervised Persons, recommends to Clients, or buys or sells for Client accounts, securities in which the Firm or its Supervised Persons have a direct material financial interest. One exception is that some Supervised Persons may own shares of the same funds that are recommended to Clients. However, as discussed in Paragraph (C) below, the Firm does not believe this exception poses any conflicts to Clients.
(C) Personal Trading: The Firm does not buy securities for its own account and does not act as an adviser to funds, thus no conflict exists at the Firm level.
Supervised Persons may have investments in open-end mutual funds that are recommended to Clients. Certain Supervised Persons may be Clients of the Firm and to the extent they are, they may receive similar recommendations as similarly-situated Clients. However, the Firm’s recommendations are limited to open-end mutual funds that are advised by third parties, thus mitigating any opportunity for improper trading practices or conflicts of interest.
Item 12. Brokerage Practices:
In response to recommendations made by the Firm, the Firm’s Clients have the option of opening brokerage accounts at Shareholders Service Group (“SSG”), a broker-dealer that the Firm uses for account custody purposes. The Firm uses SSG’s services because of its unique ability to serve the Firm and its Clients’ needs, and its administrative support. SSG is not an affiliate of the Firm. The Firm does not participate in any form of transaction-based commissions or undisclosed compensation arrangements with SSG or any other broker-dealer firm.
(A) Soft Dollars: The Firm does not have any written agreements to receive soft dollars, nor does it currently participate in any soft dollar arrangements.
(B) Brokerage for Client Referrals: Neither the Firm nor its Supervised Persons receives client referrals from broker-dealers or other third parties to which the Firm refers its Clients.
(C) Directed Brokerage: The Firm recommends only mutual funds which trade at a specified price calculated at the close of each trading day. Accordingly, neither directed brokerage nor aggregated orders applies to Firm Clients.
Item 13. Review of Accounts:
(A) Periodic Review of Client Accounts: The Firm does not review Client accounts or financial plans. Instead, the Firm’s services enable Clients to view and review their account data and utilize the Firm’s non-discretionary investment advisory services, the Wizard, on a periodic basis as determined by the Client. The Firm makes recommendations to Clients based on information provided by the Client when the Client elects to input the information and receive a recommendation.
(B) Reports Given to Clients: The Firm does not currently provide periodic reports directly to Clients. Rather, the custodian of the Client’s account furnishes reports directly to the Client.
Item 14. Client Referrals and Other Compensation:
Except as discussed in Item 5.A., Fees and Compensation, the Firm does not directly or indirectly compensate, or receive compensation from, any person who is not a Supervised Person for client referrals.
Item 15. Custody:
The Firm does not accept custody of funds or securities as part of providing advisory services to Clients. Clients will receive periodic account statements directly from the qualified custodian.
Item 16. Investment Discretion:
The Firm does not have discretionary authority over any Client accounts.
Item 17. Voting Client Securities – Proxy Policy:
The Firm does not have the authority to vote Client securities. Clients will receive their proxies or other solicitations directly from their custodian or a transfer agent, as applicable.
Item 18. Financial Information:
The Firm has neither custody of, nor discretion to invest, Client funds or securities. The Firm neither requires nor solicits prepayment of more than $1,200 in fees per client. The Firm has not been the subject of a bankruptcy petition.
Item 19. Requirements for State-Registered Advisers: N/A
Bicycle Financial has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan.
Contacting Us – If after a significant business disruption you cannot contact us as you usually do at firstname.lastname@example.org you should call our alternative number 415-624-9597 or go to our website at www.bicyclefinancial.com. If you cannot access us through either of those means, you should contact our introducing firm, Shareholders Service Group. They can be reached at (800) 380-7370 or on their website at www.ssginstitutional.com. Bicycle Financial customers have access to their accounts via www.netxinvestor.com - this allows them view, download, or print their statements.
Our Business Continuity Plan – We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption.
Our business continuity plan addresses: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we are unable to continue our business.
Our introducing firm, Shareholders Service Group along with our clearing firm, Pershing; backs up our important records in a geographically separate area. While every emergency situation poses unique problems based on external factors, such as time of day and the severity of the disruption, we have been advised by SSG/Pershing that its objective is to restore its own operations and be able to complete existing transactions and accept new transactions and payments within 4 – 12 hours. Your orders and requests for funds and securities could be delayed during this period.
Varying Disruptions – Significant business disruptions can vary in their scope, such as an event that only impacts Bicycle Financial, or it could impact the building where we work, the entire city, or a complete region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to only our firm or a building housing our firm, we will transfer our operations to a local site when needed and expect to recover and resume business within 2 – 3 hours. In a disruption affecting our business district, city, or region, we will transfer our operations to a site outside of the affected area, and recover and resume business within 1 – 2 days. In either situation, we plan to continue in business, transfer operations to SSG if necessary, and notify you through our website at www.bicyclefinancial.com or our customer email at email@example.com. If the significant business disruption is so severe that it prevents us from remaining in business, customers will still have access to their funds and securities via Shareholders Service Group.
Important Disclaimers – There are numerous potential causes of business disruption and disruptions may vary significantly in nature, size, scope, severity, duration, and geographic location. In recognition of this, Bicycle Financial reserves the right to flexibly respond to particular emergencies and business disruptions in a situation-specific manner that we deem prudent. Nothing in this document is intended to provide a guaranty or warranty regarding the actions of any of our 3rd party vendors, particularly our introducing firm, Shareholders Service Group.
For more information – If you have questions about our business continuity planning, you can contact us at 415-624-9597 or at firstname.lastname@example.org..