TERMS OF SERVICE

1. DEFINITIONS

1.1 "Authorized Users"

means Customer's employees, contractors, and agents authorized by Customer to access and use the Services under Customer's account.

1.2 "Customer Data"

means information and content submitted to the Services by or on behalf of Customer or Authorized Users, including prospect lists, contact data, firm data, templates, prompts, messages, sequences, files, and any other inputs.

1.3 "De-Identified Data"

means data that has been aggregated, de-identified, or anonymized such that it does not reasonably identify Customer, any Authorized User, or any natural person, alone or in combination with other data reasonably available to Company.

1.4 "Documentation"

means Company's user guides, onboarding materials, and in-app documentation.

1.5 "Order Form"

means a written or electronic ordering document, plan selection, or checkout flow accepted by Customer that specifies pricing, term, and/or subscription plan.

1.6 "Output"

means content, recommendations, text, analytics, or other material generated by the Services (including AI-enabled features) in response to Customer Data or Customer's use of the Services.

1.7 "Services"

means the WealthReach platform, tools, features, integrations, Documentation, and related services Company provides.

1.8 "Term"

means the subscription term set forth in the applicable Order Form or plan selection, including any renewal periods.

2. SERVICES AND USERS

2.1 Services.

Company provides Customer access to an AI-enabled sales/prospecting platform for wealth, tax, and advisory firms.

2.2 Account Types and Responsibility.

The scope of this Agreement depends on whether Customer is purchasing as an organization or as an individual professional:

(a) Enterprise/Firm Accounts. If Customer is an organization purchasing on behalf of its personnel, Customer is responsible for configuring and managing access for its Authorized Users. Customer is liable for the conduct of its Authorized Users and all payment obligations associated with the account.

(b) Subscriber Advisor Accounts. If Customer is an individual financial professional, independent contractor, or advisor purchasing a subscription for their own use (a "Subscriber Advisor"), Customer is individually liable for all Fees, compliance with this Agreement, and use of the Services, regardless of any affiliation with a firm unless that firm separately executes an Order Form and is identified as the Customer.

(c) Account Security. Customer is responsible for all activity under Customer's account and for maintaining the confidentiality of credentials. Customer must promptly notify Company of any unauthorized access.

2.3 AI Output; No Professional Advice.

Customer acknowledges that AI-enabled features may generate Output that is inaccurate, incomplete, or non-compliant. Customer must review, edit, and approve all Output before use. Output is not investment, legal, accounting, or tax advice, and Company is not acting as a broker-dealer, investment adviser, tax preparer, CPA firm, law firm, or fiduciary.

3. LICENSE; PERMITTED USE; RESTRICTIONS

3.1 License.

Subject to this Agreement and timely payment of Fees, Company grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Term for Customer's internal business and prospecting purposes.

3.2 Restrictions.

Customer will not, and will not permit any third party to:

• (a) copy, modify, translate, or create derivative works of the Services;
• (b) reverse engineer, decompile, or attempt to discover source code or underlying models (except to the extent such restriction is prohibited by law);
• (c) rent, lease, sell, sublicense, distribute, or otherwise make the Services available to any third party (except Authorized Users);
• (d) use the Services to develop or improve a competing product or service, including training or benchmarking third-party models intended to compete with Company;
• (e) scrape, crawl, harvest, or bulk-export data from the Services except as explicitly permitted by the Services' features;
• (f) interfere with or disrupt the Services, circumvent usage limits, or attempt to bypass security controls;
• (g) use the Services for any illegal, fraudulent, deceptive, or harmful purpose; or
• (h) use the Services in any manner that could be construed as the Platform providing regulated investment, legal, accounting, or tax advice, or in any way that would require Company to register with any regulatory authority (including the SEC or FINRA). Customer acknowledges the Services are a productivity tool, not a regulated advisor.

3.3 Compliance and Marketing.

Customer is solely responsible for obtaining all notices, consents, and permissions required under applicable laws and regulations (including TCPA, CAN-SPAM, state privacy laws, and any applicable SEC/FINRA rules such as Regulation Best Interest) before contacting any person or using any data processed through the Services.

3.4 Third-Party Terms.

Customer is solely responsible for complying with the terms, policies, and acceptable-use requirements of any third-party platforms or services used in connection with the Services (including email providers, CRMs, social networks, and data sources). Company is not responsible for third-party enforcement actions, blocks, suspensions, API changes, outages, or policy changes.

4. ACCEPTABLE USE; DELIVERABILITY PROTECTIONS

4.1 Acceptable Use.

Customer will not use the Services to:

• (a) send unlawful, deceptive, or harassing communications;
• (b) send communications without required consent or opt-out mechanisms;
• (c) send to purchased, scraped, or unlawfully obtained lists where consent is required;
• (d) spoof identities, misrepresent affiliation, or falsify headers or domains;
• (e) violate any anti-spam, privacy, consumer protection, or advertising law; or
• (f) engage in conduct that materially degrades deliverability, reputation, or infrastructure for Company or other customers.

4.2 Deliverability Safeguards.

Company may implement safeguards (e.g., rate limits, domain restrictions, monitoring of bounce/complaint rates, or suppression lists) to protect deliverability and system integrity. Customer acknowledges deliverability and inbox placement depend on many factors outside Company's control.

5. FEES; PAYMENT; TRIALS

5.1 Fees and Liability.

Customer will pay the fees described in the applicable Order Form or plan selection ("Fees").

Enterprise Liability: For Enterprise Accounts, the entity listed on the Order Form is liable for all Fees.

Subscriber Advisor Liability: For Subscriber Advisor Accounts, the individual advisor is personally liable for all Fees associated with their account, regardless of employment status or affiliation unless the affiliated firm is expressly identified as Customer in a signed Order Form.

5.2 Subscription Plans.

(a) Monthly Plan: month-to-month, billed monthly.

(b) Annual Plan (Upfront): one-year commitment, billed as a single upfront payment.

(c) Annual Plan (Paid Monthly): one-year commitment billed in twelve (12) equal monthly installments. Customer acknowledges this is not month-to-month.

5.3 Auto-Renewal.

All plans automatically renew for successive periods equal to the initial term at Company's then-current rates unless Customer cancels renewal at least thirty (30) days before the renewal date through the in-app cancellation option or by emailing billing@wealthline.ai. Cancellation is effective at the end of the then-current billing period.

5.4 Cancellation; No Refunds.

Monthly Plans: Cancellation prevents the next month's charge; service continues through the end of the paid month.

Annual Plans (Upfront): Cancellation prevents the next year's renewal. No refunds for unused portions of the term.

Annual Plans (Paid Monthly): If Customer cancels before the end of the one-year term, all remaining unpaid installments become immediately due and payable. Customer authorizes Company to charge the payment method on file for amounts due.

5.5 Late Payments; Collections.

Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is less. Customer will reimburse Company for reasonable costs of collection, including attorneys' fees. Company may suspend access for nonpayment.

5.6 Taxes.

Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, or similar taxes (excluding taxes on Company's net income).

5.7 Free Trial and Auto-Conversion.

If Customer registers for a free trial, Company will provide the Services on a trial basis until the end of the trial period. Customer will not be charged if cancellation occurs before the trial ends. If Customer does not cancel, Customer authorizes Company to automatically charge the applicable Fees for the selected plan at the end of the trial. If Customer upgrades or pays early, any remaining trial days are forfeited and the trial ends immediately.

TRIAL SERVICES ARE PROVIDED "AS-IS" WITHOUT WARRANTIES, SUPPORT COMMITMENTS, OR INDEMNITY OBLIGATIONS.

DATA ENTERED DURING A TRIAL MAY BE LOST IF CUSTOMER DOES NOT CONVERT TO A PAID SUBSCRIPTION BEFORE TRIAL END.

6. INTELLECTUAL PROPERTY; DATA

6.1 Company IP.

Company owns all right, title, and interest in and to the Services, Documentation, software, algorithms, models, and all improvements and derivatives thereof (collectively, "Company IP"). No rights are granted except as expressly stated.

6.2 Customer Data.

As between the parties, Customer owns Customer Data. Customer grants Company a worldwide, non-exclusive, royalty-free license to host, process, transmit, and otherwise use Customer Data solely to provide, secure, maintain, and improve the Services and to comply with law.

6.3 Output.

As between the parties, Customer may use Output for Customer's internal business purposes. Customer acknowledges Output may incorporate patterns learned from many sources and that Company retains all rights in the Services and Company IP used to generate Output. Output does not grant Customer any rights to Company IP.

6.4 De-Identified Data; Analytics; AI Training.

Customer authorizes Company to create and use De-Identified Data. Company owns all right, title, and interest in De-Identified Data and may use it for any lawful purpose, including benchmarking, analytics, improving the Services, developing new features or products, and training, tuning, and validating Company's machine learning and AI models. De-identification will be performed in accordance with generally accepted industry standards (e.g., NIST or FTC de-identification frameworks). Company will not attempt to reidentify De-Identified Data.

6.5 Feedback.

If Customer provides suggestions, ideas, or feedback, Customer grants Company a perpetual, worldwide, irrevocable, royalty-free license to use and incorporate such feedback without restriction or obligation.

6.6 Data Retention and Deletion.

(a) During the Term. Company will retain Customer Data for the duration of the Term and any renewal periods. Customer may export or delete Customer Data at any time through the Services' available features.

(b) Post-Termination Retrieval Period. Upon expiration or termination of this Agreement for any reason, Company will retain Customer Data for a period of thirty (30) days ("Retrieval Period") during which Customer may request an export of Customer Data by emailing support@wealthline.ai. Company will provide the export in a commercially reasonable format within ten (10) business days of receiving the request.

(c) Deletion. Following the expiration of the Retrieval Period, Company will delete or de-identify all Customer Data in its active systems within thirty (30) additional days. Customer acknowledges that residual copies of Customer Data may persist in encrypted backups, disaster-recovery archives, or system logs for a limited period not to exceed ninety (90) days following the end of the Retrieval Period, after which such copies will be deleted or overwritten in the ordinary course of operations.

(d) Exceptions. Company may retain Customer Data (or portions thereof) beyond the periods described above to the extent required by applicable law, regulation, or valid legal process, or as reasonably necessary to resolve disputes, enforce this Agreement, or comply with Company's legal, audit, or regulatory obligations. Any such retained data will continue to be subject to the confidentiality obligations in Section 7.

(e) De-Identified Data. For the avoidance of doubt, De-Identified Data created pursuant to Section 6.4 is not subject to the deletion obligations in this Section 6.6 and may be retained and used indefinitely in accordance with Section 6.4.

(f) Deletion Confirmation. Upon written request by Customer following the completion of the deletion process described in Section 6.6(c), Company will provide written confirmation that Customer Data has been deleted from active systems.

7. CONFIDENTIALITY

7.1 Confidential Information.

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business, technical, product, security, pricing, and customer information.

7.2 Exclusions.

Confidential Information does not include information that Recipient can demonstrate: (a) is or becomes public without breach; (b) was known by Recipient without confidentiality obligation; (c) is independently developed without use of Discloser's Confidential Information; or (d) is received from a third party without breach. De-Identified Data is not Confidential Information.

7.3 Protection; Use.

Recipient will protect Discloser's Confidential Information using reasonable care and will use it only to perform under this Agreement. Recipient may disclose Confidential Information to employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as this Agreement.

7.4 Compelled Disclosure.

Recipient may disclose Confidential Information if required by law, provided Recipient gives prompt notice (to the extent legally permitted) and reasonably cooperates with Discloser's efforts to seek protective treatment.

8. SUSPENSION; TERMINATION

8.1 Suspension.

Company may immediately suspend or restrict access (in whole or part) if Company reasonably believes: (a) Customer's use violates law or third-party terms; (b) Customer's use poses a security risk; (c) Customer's activity materially harms deliverability or system integrity; (d) Customer fails to pay Fees when due; or (e) suspension is necessary to avoid liability or harm to Company, the Services, or other customers. Company will use reasonable efforts to notify Customer and restore access when the issue is resolved.

8.2 Term.

This Agreement continues until terminated. Subscriptions renew automatically as described in Section 5.3.

8.3 Termination for Cause.

Either party may terminate this Agreement for material breach if the breaching party does not cure within ten (10) days after written notice, except Company may terminate immediately for violations of Sections 3, 4, or 6 or for unlawful conduct.

8.4 Effect of Termination.

Upon termination, Customer must stop using the Services. Any unpaid Fees and (if applicable) remaining committed-term amounts become immediately due. Company will retain Customer Data in accordance with Section 6.6 (Data Retention and Deletion). Sections that by their nature should survive (including 6-12) will survive.

9. DISCLAIMERS

THE SERVICES (INCLUDING OUTPUT) ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT OUTPUT OR OUTREACH WILL BE COMPLIANT, DELIVERABLE, ACCURATE, OR SUCCESSFUL, OR THAT ANY PROSPECTING WILL RESULT IN MEETINGS, REVENUE, OR CLIENTS. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS CONTENT, OUTREACH, AND REGULATORY COMPLIANCE.

10. INDEMNIFICATION

10.1 Customer Indemnity.

Customer will defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (a) Customer Data or Customer's outreach content;
• (b) Customer's violation of law or regulation (including TCPA, CAN-SPAM, privacy laws, and SEC/FINRA rules);
• (c) Customer's use of the Services in violation of this Agreement;
• (d) allegations that Customer Data or Customer's outreach infringes or misappropriates third-party rights; or
• (e) Customer's gross negligence or willful misconduct.

10.2 Indemnity Procedure.

Company will provide prompt notice of a claim (failure to do so does not relieve Customer except to the extent materially prejudiced), allow Customer to control the defense and settlement, and provide reasonable cooperation at Customer's expense. Customer may not settle any claim in a manner that imposes obligations or admissions on Company without Company's written consent.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 Liability Cap.

EXCEPT FOR (A) CUSTOMER'S PAYMENT OBLIGATIONS, (B) CUSTOMER'S BREACH OF SECTIONS 3, 4, OR 6, AND (C) CUSTOMER'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Basis of Bargain.

Customer acknowledges the limitations in this Section are an essential basis of the bargain.

12. GENERAL

12.1 Governing Law; Venue.

This Agreement is governed by the laws of the State of New York, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in New York County, New York for any dispute arising out of or related to this Agreement.

12.2 Notices.

Notices must be in writing and will be deemed given when sent by email to legal@wealthline.ai (for Company) and to the email address on file (for Customer), or when sent by a nationally recognized courier to the address on file.

12.3 Assignment.

Customer may not assign or transfer this Agreement without Company's prior written consent. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

12.4 Severability.

If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

12.5 Entire Agreement; Order of Precedence.

This Agreement, together with any applicable Order Form, constitutes the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements. If an Order Form conflicts with this Agreement, the Order Form controls only for that conflict.

12.6 Waiver.

Failure to enforce any provision is not a waiver.

12.7 Force Majeure.

Company will not be liable for delays or failures caused by events beyond its reasonable control.

12.8 Changes to Agreement.

Company may update this Agreement from time to time. For material changes, Company will provide reasonable notice (e.g., via email or in-app). Continued use after the effective date constitutes acceptance.