Platform Agreement

1. Important Terms

By accessing or using the Service, the parties agree to (i) this Agreement, (ii) our Acceptable Use Policy, (iii) our Privacy Policy, (iv) our AI Policy, and (v) any order form or written agreement executed by the parties (collectively, the "Terms").

Advisorist may update the Terms from time to time, with all updates effective when posted at advisorist.net/legal or in-product, subject to the following:

• Other than non-material updates, updates relating to new functionality, or updates required by law, Advisorist will provide at least 15 days' advance notice before posting material changes.
• Advisorist will not update the Terms in a way that materially detracts from its obligations regarding Confidential Information, Customer Data, or security without Your prior written consent.
• If an update negatively impacts You, You have 15 days after notification to raise the matter. If unresolved, You may terminate on 3 business days' notice and receive a refund of any prepaid unused Fees.

In the event of conflict between this Agreement and the remainder of the Terms, this Agreement controls.

2. Nature of the Service

2.1 Description

Advisorist provides a cloud-hosted software platform that enables business owners and their professional teams to aggregate financial information, organize tasks and deadlines on a shared calendar, collaborate on financial operations, and visualize historical and projected data. The Service is software — not an investment, brokerage, banking, tax-preparation, legal, or advisory service.

2.2 Advisorist Is Not a Regulated Financial Firm

Unless expressly disclosed otherwise in a separate written agreement, Advisorist is not, and does not hold itself out as, any of the following:

• An investment adviser registered with the SEC or any state;
• A broker or dealer, or a member of FINRA or SIPC;
• A financial institution under GLBA or a bank under any banking statute;
• A consumer reporting agency or furnisher under the Fair Credit Reporting Act;
• A municipal advisor, swap dealer, commodity trading advisor, or similar regulated entity;
• A CPA, tax-return preparer, enrolled agent, attorney, or insurance agent; or
• A fiduciary under federal or state law, including ERISA or the Internal Revenue Code.

2.3 No Investment, Tax, Legal, or Professional Advice

Nothing displayed, generated, or produced by the Service constitutes investment advice, tax advice, legal advice, accounting or audit services, or insurance, estate-planning, or fiduciary advice. You must consult independently licensed professionals before making any financial, investment, tax, legal, or business decision. You are solely responsible for all decisions made based on the Service or any Output.

2.4 No Fiduciary Relationship

Nothing in this Agreement creates a fiduciary, advisory, agency, partnership, joint venture, or employment relationship between Advisorist and You. Advisorist does not exercise discretionary authority over any account or asset, and the Service does not execute trades, move money, or effect transactions.

3. Usage

Subject to the Terms, Advisorist grants You and Your Affiliates a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Your internal business and personal financial-management purposes during the Term. Access credentials are specific to each Authorized User and may not be shared.

You may not:

• Use the Service in a way that infringes any person's rights or violates applicable law;
• Access or use the Service from any Embargoed Country;
• Reverse engineer, decompile, or attempt to discover the source code, algorithms, or model weights of the Service;
• Use automated means to scrape content or Output from the Service;
• Use the Service or any Output to train any third-party machine-learning or AI model;
• Provide the Service with biometric data, protected health information, or classified government information; or
• Circumvent any technical or security control of the Service.

The Service is not PCI compliant and is not intended for storage of cardholder data. It is not HIPAA-eligible in the absence of an executed Business Associate Agreement (none currently offered).

Any Feedback You provide to Advisorist may be freely used and incorporated into its products. Advisorist will not use Feedback in a way that identifies You, Your users, or Your Customer Data.

Third-party software and services used in connection with the Service are subject to their own terms and privacy policies. Advisorist is not responsible for third-party products or any loss arising from their security incidents, outages, or errors.

4. Content and Customer Data

As between the parties, You own Your Content (Input and Output). You also retain all right, title, and interest in Your Customer Data.

You grant Advisorist a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and use Customer Data and Input as reasonably necessary to: (a) provide, operate, and support the Service; (b) address service or security issues; (c) develop and improve the Service, including training Advisorist's own internal AI models; and (d) comply with applicable law.

Advisorist may create aggregated, anonymized, or de-identified data derived from the Service ("Analytics Data"), provided it does not identify You or any individual. Advisorist owns Analytics Data and may use it for any lawful purpose.

5. Fees and Payment

Fees are as set forth in Your order form, subscription page, or pricing page accepted at sign-up. Advisorist may correct invoicing errors within 45 days of invoice issuance.

Fees are exclusive of all taxes, levies, and governmental assessments, except taxes on Advisorist's net income. You are responsible for all applicable taxes.

To dispute a Fee, email accounts@advisorist.net within 30 days of the invoice date. Undisputed past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Advisorist may suspend access for nonpayment after written notice.

Advisorist may change Fees for renewal terms upon at least 30 days' prior notice. Continued use after the effective date constitutes acceptance.

6. Term and Termination

These Terms take effect on the Effective Date and remain in effect until terminated. Termination does not become effective until expiration of all operative order forms, except as provided in Section 1 or below. Upon termination, You remain obligated for used but unpaid Fees.

Either party may terminate an order form if the other party fails to cure a material breach within 30 days after written notice. Advisorist may suspend or terminate immediately for violations of the usage restrictions in Section 3 or any activity posing a material security, legal, or regulatory risk.

If You terminate due to Advisorist's uncured breach, You will receive a pro-rata refund of any prepaid unused Fees.

Within 30 days of termination, Advisorist will securely delete Customer Data and Content unless otherwise instructed, subject to backup-retention cycles and any legal hold.

Sections that by their nature survive termination will survive, including Sections 2, 3, 4, 5 (accrued amounts), 7, 8, 9, 10, and 11.

7. Indemnification

7.1 By Advisorist

Advisorist will defend You against any third-party claim that the Service, used in accordance with the Terms and Documentation, infringes any U.S. intellectual property right, and will indemnify You for damages and costs finally awarded or agreed in settlement. If infringement is likely, Advisorist may substitute functionally similar features, obtain the right for You to continue using the Service, or terminate the affected order form and refund prepaid unused Fees. This obligation does not apply to claims arising from materials not provided by Advisorist, unauthorized modifications, or Output produced from Your Input or Customer Data.

7.2 By You

You will defend and indemnify Advisorist against third-party claims arising from: (i) Your Input or Customer Data; (ii) Your breach of the Terms or violation of law; (iii) any financial, investment, tax, legal, or insurance decision made by You or any Authorized User; (iv) Your failure to obtain required consents or provide required notices; or (v) any claim that Your business requires a license or registration You failed to obtain.

7.3 Procedure

The indemnified party will promptly notify the indemnifying party in writing, permit the indemnifying party to control the defense and settlement, and reasonably cooperate at the indemnifying party's expense. No settlement that imposes a non-monetary obligation or admission of liability on the indemnified party may be made without the indemnified party's written consent.

8. Warranties and Disclaimer

You warrant that You have all rights necessary to submit Your Customer Data and Input to the Service and that Your use will comply with applicable law.

Advisorist warrants that it will provide the Service in a professional and workmanlike manner and in substantial conformance with the Documentation.

9. Limitations on Liability

9.1 Exclusion of Indirect Damages

In no event will either party be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business, loss of goodwill, loss of data, investment losses, trading losses, tax penalties, or regulatory fines, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

9.2 General Liability Cap

Other than with respect to (i) Your payment obligations, (ii) indemnification obligations under Section 7, (iii) data breach claims under Section 9.3, and (iv) liability that cannot be limited by law, in no event will either party's total aggregate liability exceed the greater of (x) amounts actually paid or payable to Advisorist by You in the prior 12 months or (y) US$50,000.

9.3 Data Breach Cap

For claims relating to a data breach of Your Customer Data caused by Advisorist's breach of its security obligations, or for either party's breach of confidentiality obligations, total aggregate liability will not exceed the greater of (x) two times amounts paid or payable in the prior 12 months or (y) US$100,000.

9.4 Insurance

To the extent Advisorist maintains insurance that actually responds to a covered claim, proceeds paid by the carrier shall be available to satisfy that claim in addition to the applicable cap. This section does not obligate Advisorist to maintain any specific coverage, and no subrogation or direct-action right is granted to You against Advisorist's insurers.

9.5 Investment-Related Losses

Advisorist shall have no liability for any loss arising from any investment, trading, tax, legal, or insurance decision made by You or any Authorized User, whether or not influenced by the Service or any Output.

10. General Terms

Assignment

Neither party may assign the Terms without the other party's prior written consent, except Advisorist may assign to any Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Subcontracting

Advisorist may use subcontractors and service providers to perform under the Terms and remains responsible for their performance. A list of current material Subprocessors is maintained at advisorist.net/legal/subprocessors.

Confidentiality

Each party will use at least reasonable care to protect the other's Confidential Information, will not use it outside the scope of the Terms, and will limit access to personnel with a need to know who are bound by confidentiality obligations. If disclosure is compelled by law, the receiving party will, to the extent permitted, provide advance written notice and cooperate in seeking confidential treatment.

No Training of Third-Party Models

Advisorist will not train any third-party AI model using Your Content or Customer Data. Advisorist may train its own internal models used in the Service. Subprocessors (other than cloud storage providers) will not retain or log Your Content or Customer Data for human review except as needed to provide the Service or comply with law.

Governing Law

The Terms are governed by the laws of the State of Texas and the United States, without regard to conflict-of-laws principles or the U.N. Convention on Contracts for the International Sale of Goods.

Arbitration

Any dispute arising out of or relating to the Terms will be determined by binding arbitration before a single arbitrator in Lubbock County, Texas (or by videoconference at the claimant's election) under JAMS' Streamlined Arbitration Rules. For disputes with more than US$250,000 at stake, a panel of three arbitrators will preside. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek provisional remedies from a court, including injunctive relief for violations of intellectual-property or confidentiality obligations.

Class Action Waiver

Claims must be brought in an individual capacity and not as part of any class or representative proceeding. If this waiver is held unenforceable, the arbitration provision is null and void, but the remainder of the Terms continues in effect.

Notices

Notices to Advisorist: legal@advisorist.net, with copy to Advisorist LLC, Attn: Legal, Lubbock, Texas. Notices to You: the email address associated with Your account or order form.

Export Control & Sanctions

The parties will comply with U.S. export-control and sanctions laws. The Service may not be used in or for the benefit of any Embargoed Country or person on a restricted-party list.

Force Majeure

Neither party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control, including acts of God, labor disputes, utility or telecommunications failures, pandemic, governmental action, terrorism, or war.

11. Licensed Firm Deployments

This section applies where You are a registered investment adviser, family office, wealth-management firm, accounting firm, broker-dealer, or other advisory business (an "Advisory Licensee") that uses the Service in connection with services You provide to Your own clients, employees, principals, or family members ("Advisory Licensee End Users").

• You, not Advisorist, have the direct relationship with Advisory Licensee End Users. You are responsible for obtaining all required consents and providing all required notices under Regulation S-P, GLBA, CCPA/CPRA, the Texas Data Privacy and Security Act, and any other applicable law.
• As between the parties, You are the controller of all personal information relating to Advisory Licensee End Users. Advisorist acts solely as a processor at Your direction.
• You may not sublicense or resell the Service as a standalone product to any third party without Advisorist's prior written consent.

12. Defined Terms

Questions about this Agreement: legal@advisorist.net