TERMS OF SERVICE

1. SERVICES

1.1 Services.

Company provides Customer with access to an AI-enabled, sales/prospecting platform for wealth, tax, and advisory firms that supports prospect identification, prioritization, and automated/multi-channel outreach (the "Platform" or "Services"). The Services may make available information, content, analytics, AI-generated content, and other materials accessible through the Platform ("Output Data").

1.2 Authorized Users.

Customer may permit its employees, contractors, and personnel to access the Services under Customer's account (each, an "Authorized User"). Customer is responsible for: (a) configuring and managing Authorized Users; (b) ensuring all Authorized Users comply with this Agreement; and (c) any activity under Customer's account.

1.3 AI Output.

Customer understands that AI-enabled and automated features may generate content that is inaccurate, incomplete, outdated, or non-compliant. Customer must review, edit, and approve all AI-generated content before using it in any external communication, marketing, or compliance-sensitive context. AI output is not investment, tax, or legal advice and must not be presented as such.

1.4 No Financial, Legal, or Compliance Advice.

The Services are informational only and do not constitute legal, tax, investment, advertising, or compliance advice. Customer is solely responsible for its own regulatory, supervision, advertising, and communications requirements.

2. PERMITTED USE; CUSTOMER OBLIGATIONS

2.1 License.

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

2.2 Restrictions.

Customer shall not (and shall not permit any third party to):

(a) copy, modify, adapt, translate, or create derivative works of the Platform;
(b) reverse engineer, decompile, or disassemble the Platform;
(c) rent, lease, lend, sell, sublicense, or otherwise distribute the Platform or Output Data to any third party (including list brokers);
(d) bypass or disable security or access controls;
(e) use the Services to provide regulated investment, legal, or tax advice on behalf of Company;
(f) use the Services for any illegal, fraudulent, or abusive purpose.

2.3 Outbound / Marketing / Telemarketing Compliance.

Customer is solely responsible for obtaining and documenting any consents, permissions, or opt-ins required under applicable telemarketing, text, email, privacy, or advertising laws before contacting any person using data, content, or tools provided through the Services. This includes, without limitation, the Telephone Consumer Protection Act (TCPA), CAN-SPAM, any state "mini-TCPA" or robocall laws, do-not-call and do-not-fax rules, and any rules applicable to Customer's regulator (e.g. SEC/FINRA/state). Company does not obtain consent for Customer and does not act as Customer's telemarketer or advertiser.

2.4 Pixel / Tag Responsibility.

If Customer installs any Company-provided tag, pixel, script, or SDK on Customer websites or digital properties, Customer is solely responsible for: (a) implementing any cookie, tracking, or consent mechanism required in Customer's jurisdiction; and (b) configuring such tools so that Company's pixel fires only where Customer has a lawful basis to collect data from that visitor.

2.5 Customer Data.

All information, content, and data Customer or its Authorized Users submit to the Platform is "Customer Data." Customer is solely responsible for the accuracy, quality, legality, and acquisition method of Customer Data, including contact lists and prospect information. Customer represents and warrants it has all rights and notices necessary to provide Customer Data to Company.

2.6 Third-Party Services.

The Platform may interoperate with or allow connections to third-party services. Company is not responsible for such services. Customer's use of third-party services is governed by those providers' terms.

3. FEES AND PAYMENT

3.1 Fees.

Customer will pay the subscription, seat, usage, and/or add-on fees described in the applicable online order, plan selection, or order form (the "Fees"). Fees are due in advance, are tied to the plan term selected, and are non-refundable except where expressly stated.

3.2 Billing and Auto-Renewal.

Unless otherwise stated, plans are billed monthly or annually (as selected by Customer) and automatically renew for successive periods equal to the initial term at Company's then-current rates. We will disclose auto-renewal clearly at the point of purchase, and you may cancel renewal at any time before the next billing date by emailing us at billing@wealthline.ai or by using the in-app cancellation option (if available). Cancellation stops future renewals; it does not entitle Customer to a refund for the current term.

3.3 Late Payments.

Overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law) and Company may suspend access until paid.

3.4 Taxes.

Fees are exclusive of taxes. Customer is responsible for all sales/use/VAT/GST or similar taxes (other than taxes on Company's income).

4. INTELLECTUAL PROPERTY; DATA

4.1 Ownership.

As between the parties, Company owns all right, title, and interest in and to the Platform, Services, documentation, and all improvements and derivatives. Customer owns all right, title, and interest in and to Customer Data.

4.2 License to Customer Data.

Customer grants Company a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Services for Customer.

4.3 No Generalized Model Training.

Company will not use Customer Data, including Customer's contact lists and outreach content, to train generalized machine learning or AI models intended for use across Company's customer base. Company may, however, process Customer Data to personalize models and improve outputs within Customer's own account or tenant.

4.4 De-Identified Data.

Company may create de-identified or aggregated data that does not identify Customer or individuals and may use such data for any lawful business purpose, including improving the Services.

4.5 Feedback.

Customer assigns to Company all right, title, and interest in suggestions or feedback related to the Services.

5. CONFIDENTIALITY

5.1 Definition.

"Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably should be understood as confidential, including Customer Data, business plans, security information, pricing, and the terms of this Agreement.

5.2 Protection.

Each party will protect the other's Confidential Information using at least the same degree of care it uses for its own, and no less than reasonable care, and will use it only to perform under this Agreement.

5.3 Exceptions.

Confidential Information does not include information that is (a) publicly available without breach; (b) already known without restriction; (c) independently developed; or (d) disclosed pursuant to law or court order (with notice where legally permitted).

6. REPRESENTATIONS; DISCLAIMERS

6.1 Mutual.

Each party represents it has the right and authority to enter into this Agreement.

6.2 Disclaimers.

THE SERVICES, PLATFORM, AND ALL OUTPUT DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING. COMPANY DOES NOT WARRANT THAT ANY IDENTIFIED PROSPECT, CONTACT, OR OUTREACH WILL BE ACCURATE, CURRENT, DELIVERABLE, OR COMPLIANT. CUSTOMER IS RESPONSIBLE FOR REVIEWING AI-GENERATED CONTENT AND FOR ITS OWN REGULATORY COMPLIANCE.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Customer Indemnity.

Customer will defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from any third-party claim, damage, or expense arising out of or related to: (a) Customer Data; (b) Customer's or Authorized Users' use of the Services in violation of law (including TCPA/CAN-SPAM/state marketing laws) or this Agreement; or (c) Customer's gross negligence or willful misconduct.

7.2 Company Indemnity.

Company will defend Customer from any third-party claim alleging that the Services, when used as permitted, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement. Company may (i) modify the Services, (ii) procure a license, or (iii) terminate the affected Services and refund prepaid, unused Fees.

7.3 Limitations.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND INDEMNITY OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. FOR ANY FREE TRIAL, COMPANY'S TOTAL LIABILITY WILL NOT EXCEED US $100.

8. TERM AND TERMINATION

8.1 Term.

This Agreement starts on the date Customer first accesses the Services and continues until terminated as provided herein.

8.2 Auto-Renewal / Non-Renewal.

Subscriptions renew automatically as described in Section 3.2. Customer may elect not to renew by giving notice (via email or in-app, where available) before the end of the then-current term.

8.3 Termination for Cause.

Either party may terminate this Agreement on written notice if the other party materially breaches this Agreement and fails to cure within ten (10) days.

8.4 Effect of Termination.

Upon termination or expiration, Customer must stop using the Services and pay all amounts due. Each party will delete or return the other party's Confidential Information within thirty (30) days, subject to routine backups.

8.5 Survival.

Sections 2–7, 8.4–8.5, and 9 survive termination.

9. GENERAL

9.1 Governing Law; Venue.

This Agreement is governed by the laws of the State of New York (without regard to conflicts of laws). The parties consent to the exclusive jurisdiction of the state and federal courts located in New York for all disputes.

9.2 Notices.

Notices to Company must be sent to legal@wealthline.ai or to:

WealthLine, LLC
350 Motor Parkway, Suite 300
Hauppauge, NY 11788

Notices to Customer may be sent to the email or address on file.

9.3 Assignment.

Customer may not assign this Agreement without Company's written consent (not to be unreasonably withheld), except to an affiliate or in connection with a permitted corporate transaction. Company may assign to an affiliate or successor.

9.4 Independent Contractors.

The parties are independent contractors.

9.5 Severability; Waiver.

If any provision is unenforceable, the remaining terms remain in effect. Failure to enforce a provision is not a waiver.

9.6 Force Majeure.

Neither party is liable for delays or failures due to causes beyond reasonable control; if such event continues 30+ days, the other party may terminate on notice (fees through termination remain due).