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, website content, brand assets, logos, photographs, advisor bios, marketing materials, and any other inputs provided in connection with Customer's use of the Services or any Module.

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 "Living Site"

means an advisor website built, hosted, and operated by Company for Customer under the Sites Module (including the Sites Base, Sites Pro, and Sites Elite tiers or any successor tiers), comprising design, layout, code, templates, and Published Content.

1.6 "Living Site IP"

has the meaning set forth in Section 5.6.

1.7 "Module"

means a distinct functional component of the Services that may be enabled separately, including without limitation Sites (Living Sites), Attract (AI-driven SEO/AEO content generation), Convert (website visitor identification and outreach), and Multiply (referral features).

1.8 "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, including the Modules and tiers enabled for Customer.

1.9 "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.

1.10 "Personal Data"

means any information that identifies, relates to, describes, or could reasonably be linked to a natural person or household, as defined under applicable data protection laws.

1.11 "Platform Data"

means third-party prospect and contact data made available through the Services' prospecting features, sourced through Company's licensed data supply chain. Platform Data is not Customer Data.

1.12 "Published Content"

means Output that has been reviewed and approved by Customer (or Customer's designated compliance reviewer) for publication on a Living Site.

1.13 "Seat"

means one individual Authorized User credentialed to access a specified Module on a per-user basis (e.g., a Convert Seat).

1.14 "Services"

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

1.15 "Term"

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

1.16 "Website Visitor"

means, for purposes of Convert, a unique end-user device or session that interacts with Customer's Living Site within a calendar month, as measured by Company's standard methodology.

2. Services and Users

2.1 Services.

Company provides Customer access to an AI-enabled growth and marketing platform for wealth management, tax, and advisory firms, comprising one or more Modules including Sites (Living Sites), Attract (AI-driven SEO/AEO content generation), Convert (website visitor identification and outreach), and Multiply (referral features). The specific Modules and tiers enabled for Customer are set forth in the applicable Order Form.

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 or publication, including all content proposed for publication on a Living Site. 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. Customer is solely responsible for ensuring that all Output used in client-facing, prospect-facing, or publicly-published communications (including content published to a Living Site) complies with applicable regulations, including the SEC Marketing Rule (Rule 206(4)-1), FINRA Rule 2210 (where applicable), and any other applicable SEC or FINRA rules.

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 (including the Modules enabled on Customer's Order Form) during the Term for Customer's internal business, marketing, 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 systematic benchmarking designed to replicate or replace the Services;
• (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;
• (h) share Seat credentials or otherwise enable use of a Seat by anyone other than the named Authorized User; or
• (i) 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).

3.3 Compliance and Marketing.

Customer is solely responsible for obtaining all notices, consents, and permissions required under applicable laws and regulations before contacting any person, publishing any content, or processing any data through the Services, including without limitation: (a) the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act; (b) the SEC Marketing Rule (Rule 206(4)-1), Regulation Best Interest, and FINRA Rule 2210; (c) the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA) and other state consumer-privacy laws; (d) the California Invasion of Privacy Act (CIPA) and state pen-register, trap-and-trace, and wiretap laws relevant to website tracking technologies; (e) the Video Privacy Protection Act (VPPA) and the Gramm-Leach-Bliley Act (GLBA), as applicable; and (f) cookie-consent, ePrivacy, and similar foreign laws applicable to Customer's website visitors. Company will provide reasonable assistance and documentation to support Customer's compliance reviews upon request.

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. 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;
• (f) publish content on a Living Site that is unlawful, infringing, defamatory, fraudulent, or otherwise prohibited by this Agreement; or
• (g) 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. Hosted Site Services and Modules

5.1 Modules Generally.

The Services consist of one or more Modules. Each Order Form specifies the Modules enabled for Customer, the applicable tier (e.g., Sites Base, Sites Pro, Sites Elite; Attract Base, Attract Pro), applicable Fees (including any per-Seat or usage-based charges), term, and any usage limits or Seat counts. Disabling or terminating one Module does not affect the term or Fees of other enabled Modules unless expressly stated in the Order Form.

5.2 Sites (Living Sites).

Where Customer enables a Sites Module:

(a) Source Materials. For Sites Base and any other Module involving the cloning, reproduction, or migration of Customer's existing website or other source materials, Customer represents and warrants that it owns or has obtained all rights, licenses, and consents necessary to authorize Company to copy, reproduce, modify, host, and publish such source materials, including all text, photographs, graphics, code, design elements, advisor bios, and other content. Customer is solely responsible for any third-party rights (including agency, photographer, or stock-license rights) attaching to such source materials.

(b) Publication Approval. Company will not publish AI-generated content to Customer's Living Site without Customer's (or Customer's designated compliance reviewer's) prior approval. Customer is solely responsible for reviewing Output for accuracy, completeness, and regulatory compliance prior to approval, and Customer is deemed the publisher of all Published Content.

(c) Domain Names. Customer retains ownership and control of Customer's domain name(s). Company will provide reasonable assistance to configure DNS to direct Customer's domain(s) to the Living Site. At expiration or termination of this Agreement, Customer may redirect Customer's domain(s) to a successor provider.

(d) Third-Party Hosting. Company hosts Living Sites using one or more third-party hosting and content-delivery providers. Company is not liable for outages, defects, or service interruptions arising from third-party providers, provided that Company will use commercially reasonable efforts to maintain availability of Living Sites and to mitigate the impact of third-party issues.

(e) Brand Assets License. Customer grants Company a limited, non-exclusive, royalty-free license during the Term to use Customer's name, trade names, logos, marks, photographs, advisor bios, and other brand assets solely to build, host, operate, optimize, and display Customer's Living Site as part of the Services.

(f) Notice and Takedown. Company designates an agent to receive notices of alleged copyright infringement under the Digital Millennium Copyright Act (DMCA). Notices may be sent to legal@wealthreach.ai with the subject line "DMCA Notice." Company will respond to valid notices in accordance with applicable law and may remove or disable access to content alleged to be infringing.

(g) Build Period. Unless otherwise stated in the applicable Order Form, Fees for a Sites Module commence on the Order Form effective date, including during any initial build period prior to Living Site go-live.

5.3 Attract.

Where Customer enables the Attract Module, Company will generate SEO- and AEO-optimized draft content using AI based on inputs provided by or about Customer. All such draft content constitutes Output and is subject to Customer's review and approval pursuant to Section 5.2(b) before publication on any Living Site.

5.4 Convert.

Where Customer enables the Convert Module:

(a) Seats. Convert is licensed on a per-Seat basis. Each Seat is for use by a single named individual; credential sharing is prohibited. Customer may add Seats during the Term at Company's then-current per-Seat rate, with charges pro-rated for the remainder of the then-current billing period. Seat removals are effective at the end of the then-current term and do not entitle Customer to refunds.

(b) Website Visitors. Each Convert Seat or plan tier includes an allocation of identified Website Visitors per calendar month as set forth in the applicable Order Form or plan terms. Usage exceeding the included allocation may be subject to overage fees at Company's then-current rates. Customer authorizes Company to charge Customer's payment method on file for such overage fees in the ordinary course of billing.

(c) Visitor Identification Compliance. Customer acknowledges that visitor-identification features may involve the placement of cookies, scripts, tracking pixels, or other technologies on Customer's Living Site or other Customer properties, and that such features may be subject to consumer-privacy, cookie-consent, and electronic-communications laws, including without limitation CIPA, state pen-register and wiretap laws, CCPA/CPRA, VPPA, and similar foreign laws. Customer is solely responsible for: (i) maintaining a compliant cookie banner and consent-management system on its Living Site and other Customer properties; (ii) disclosing tracking technologies in its privacy policy; (iii) obtaining all required consents; and (iv) honoring opt-out, access, and deletion requests. Company is not responsible for Customer's failure to comply with the foregoing.

5.5 Multiply.

Where Customer enables the Multiply Module, Customer is solely responsible for compliance with applicable rules governing testimonials, endorsements, solicitors, promoters, and referral compensation, including without limitation the SEC Marketing Rule (Rule 206(4)-1(b)) and any applicable state laws. Use of Multiply does not establish any solicitor, promoter, agent, broker, finder, or fiduciary relationship between Company and Customer, Customer's referral sources, or referred parties.

5.6 Living Site IP.

Subject to Section 5.8 (Twelve-Month Site Snapshot Export) and notwithstanding anything else to the contrary in this Agreement, all Living Sites and all designs, layouts, templates, code, structures, components, custom development, and AI-generated Published Content thereon (collectively, the "Living Site IP") are and shall remain the sole and exclusive property of Company. Customer's right to display and use its Living Site is granted as part of the Services license under Section 3.1 and terminates upon expiration or termination of this Agreement. For clarity, Customer Data that Customer provides as inputs (including advisor bios, photographs, brand assets, and copy authored by Customer) remains owned by Customer pursuant to Section 7.2 and is exportable pursuant to Section 7.8.

5.7 Service Levels.

Service level commitments, if any, applicable to Hosted Site Services for enterprise Customers are set forth in a separately executed Enterprise Addendum or Service Level Addendum. Absent such an addendum, Hosted Site Services are provided in accordance with Sections 5.2(d) and 11 of this Agreement.

5.8 Twelve-Month Site Snapshot Export.

Notwithstanding Section 5.6, Section 7.8(b), and Section 10.4, if (i) Customer has continuously maintained a paid subscription to a Sites Module, an Attract Module, or both for at least twelve (12) consecutive months (the "Loyalty Period"); (ii) the Agreement expires or is terminated by Customer at the end of a Term or by Company without cause; (iii) Customer is current on all Fees and not in material breach of this Agreement; and (iv) Customer submits a written request during the Retrieval Period, Company will provide Customer with a one-time export package (the "Site Snapshot") consisting of: (a) the rendered, static front-end markup (HTML, CSS, and client-side JavaScript) of the then-published public-facing pages of Customer's Living Site as of the date of termination; (b) media files (images, photographs, video, and PDFs) and Customer-supplied text content displayed on Customer's Living Site; and (c) AI-generated content produced through the Sites Module or Attract Module that Customer (or Customer's designated compliance reviewer) has reviewed, approved, and published to Customer's Living Site.

The Site Snapshot will not include, and Company will have no obligation to deliver, any of the following (collectively, the "Excluded Materials"): (i) source code, build pipelines, deployment infrastructure, hosting configuration, back-end systems, databases, APIs, or any non-public components of the Services or the Living Site platform; (ii) AI models, prompts, system instructions, agents, training data, embeddings, vector stores, fine-tunes, or proprietary algorithms used to generate Output; (iii) any content management system, authoring tools, editor, dashboards, or administrative interfaces; (iv) any design systems, component libraries, themes, templates, frameworks, design tokens, or pre-built modules that Company makes available across multiple customers or uses as part of the Services; (v) any third-party software, libraries, fonts, APIs, dependencies, or licensed materials that Company is not authorized to sublicense or redistribute; (vi) Platform Data; (vii) any shared multi-tenant code, infrastructure, configuration, or services; or (viii) any unpublished drafts, internal analytics, or non-public Output.

The Site Snapshot is provided on an "AS IS" and "AS AVAILABLE" basis as a static archive, without any ongoing hosting, support, maintenance, security patches, updates, AI features, integrations, or other Services. Customer is solely responsible for hosting, operating, securing, and maintaining the Site Snapshot following delivery, and for ensuring continued compliance with applicable third-party licenses and regulatory requirements (including the SEC Marketing Rule, FINRA Rule 2210, and other applicable rules). Company may charge a reasonable, one-time export and packaging fee at Company's then-current rates.

Upon delivery of the Site Snapshot, Company grants Customer a perpetual, worldwide, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use, host, modify, and display the Site Snapshot solely for Customer's own internal business and marketing purposes. Customer may not (i) sublicense, sell, rent, share, or otherwise distribute the Site Snapshot to any third party (other than to a hosting provider or service provider acting solely on Customer's behalf and under written confidentiality obligations at least as protective as Section 8); (ii) use the Site Snapshot, or any element thereof, to develop, train, benchmark, or operate any product or service that competes with the Services; (iii) reverse engineer, decompile, or attempt to derive any Excluded Materials from the Site Snapshot; or (iv) remove, alter, or obscure any proprietary notices contained in the Site Snapshot. To the extent any Excluded Materials are referenced by, embedded in, or required by the Site Snapshot, such Excluded Materials remain Company IP, are not licensed to Customer except as expressly set forth in this Section 5.8, and Customer's breach of this Section 5.8 constitutes a material breach of this Agreement.

6. Fees; Payment; Trials

6.1 Fees and Liability.

Customer will pay the fees described in the applicable Order Form or plan selection ("Fees"). Fees may include subscription Fees, per-Seat Fees, usage-based Fees (including Convert Website Visitor overage Fees), and Fees for individual Modules and tiers.

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.

6.2 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.

(d) Module-Based Pricing. Each Module is licensed on the plan type and at the pricing set forth in the applicable Order Form. Sites Elite and other scope-priced plans are billed under one of the plan types in this Section 6.2 at custom pricing reflecting Customer's configuration; the same cancellation and renewal mechanics apply.

6.3 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@wealthreach.ai. Cancellation is effective at the end of the then-current billing period.

6.4 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.

6.5 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.

6.6 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).

6.7 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.

7. Intellectual Property; Data

7.1 Company IP.

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

7.2 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 (including the Sites Module and other Hosted Site Services) and to comply with law.

7.3 No Training on Customer Data.

Company does not use Customer Data to train, tune, fine-tune, or otherwise develop machine learning or artificial intelligence models. Customer Data is processed solely to deliver the Services to Customer. For the avoidance of doubt, this restriction applies to all Customer Data, including prospect lists, outreach content, templates, prompts, engagement data, website inputs, and bios.

7.4 Output.

As between the parties, Customer may use Output generated through Modules other than Sites for Customer's internal business purposes. Output generated and published through the Sites Module constitutes Living Site IP and is governed by Section 5.6. 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.

7.5 De-Identified Data; Analytics.

Customer authorizes Company to create and use De-Identified Data for the limited purposes of operating the Services, generating aggregate benchmarking reports, producing anonymized analytics, and improving Service features and functionality. Company owns all right, title, and interest in De-Identified Data. 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. For the avoidance of doubt, De-Identified Data will not be used to train machine learning or AI models, consistent with Section 7.3.

7.6 Platform Data.

Platform Data is licensed to Company by third-party data partners and made available to Customer through the Services for in-platform use only. Customer does not acquire any ownership interest in Platform Data. Platform Data may not be exported, redistributed, sublicensed, or used outside the platform environment. Company is an independent controller of Platform Data and processes it in accordance with Company's Privacy Policy and applicable data partner agreements.

7.7 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.

7.8 Data Retention and Deletion.

(a) During the Term. Company will retain Customer Data for the duration of the Term. 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, Company will retain Customer Data for a period of ninety (90) days (the "Retrieval Period") during which Customer may request an export of Customer Data by emailing support@wealthreach.ai. Company will provide the export in a commercially reasonable format within ten (10) business days of receiving the request. Exportable data includes Customer-created content, campaign configurations, outreach history, engagement metrics, and Customer-provided inputs to any Module. Platform Data and Living Site IP are not included in exports under this Section 7.8(b); however, eligible Customers may separately request a Site Snapshot under Section 5.8.

(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 and disaster-recovery archives for up to ninety (90) days following the end of the Retrieval Period, after which such copies will be deleted or overwritten in the ordinary course.

(d) Exceptions. Company may retain Customer Data 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 8.

(e) De-Identified Data. For the avoidance of doubt, De-Identified Data created pursuant to Section 7.5 is not subject to the deletion obligations in this Section 7.8.

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

8. Confidentiality

8.1 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, including business, technical, product, security, pricing, and customer information.

8.2 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.

8.3 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.

8.4 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.

9. Security

9.1 Security Program.

Company will implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry standards for SaaS platforms serving regulated financial services firms.

9.2 Safeguards.

Company's security program includes, at a minimum: (a) encryption of data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent); (b) access controls with role-based permissions; (c) regular vulnerability assessments; (d) employee security awareness training; and (e) logging and monitoring of access to systems containing Customer Data.

9.3 SOC 2.

Company is pursuing SOC 2 Type II certification. Upon completion, Company will make its SOC 2 report available to Customer under NDA upon written request.

9.4 Data Breach Notification.

Company will notify Customer without undue delay, and in no event later than seventy-two (72) hours, after becoming aware of a confirmed unauthorized access to, acquisition of, or disclosure of Customer Data that compromises the security, confidentiality, or integrity of such data. Notification will include, to the extent known, a description of the incident, the categories and approximate number of records affected, and the measures taken or proposed to address the incident.

9.5 Data Processing.

To the extent Company processes Personal Data on behalf of Customer, the parties' obligations with respect to such processing are set forth in the Data Processing Addendum, which is incorporated into this Agreement by reference. The DPA is available upon written request to legal@wealthreach.ai.

10. Suspension; Termination

10.1 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.

10.2 Term.

This Agreement continues until terminated. Subscriptions renew automatically as described in Section 6.3.

10.3 Termination for Cause.

Either party may terminate this Agreement for material breach if the breaching party does not cure within thirty (30) days after written notice, except Company may terminate immediately for violations of Sections 3, 4, 5, or 7 or for unlawful conduct.

10.4 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 7.8. Sections that by their nature should survive (including 5, 7, 8, 9, 11, 12, 13, and 14) will survive.

For Hosted Site Services: upon expiration or termination, Customer's Living Site will become inaccessible. Customer retains control of its domain name and may redirect it to a new provider. Customer Data may be exported pursuant to Section 7.8(b). Except as expressly set forth in Section 5.8 (Twelve-Month Site Snapshot Export), the Living Site IP, including AI-generated Published Content, will not be transferred or made available to Customer post-termination.

11. Disclaimers

THE SERVICES (INCLUDING OUTPUT, LIVING SITES, AND PUBLISHED CONTENT) 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, OUTREACH, OR PUBLISHED CONTENT WILL BE COMPLIANT, DELIVERABLE, ACCURATE, OR SUCCESSFUL, OR THAT ANY PROSPECTING OR MARKETING ACTIVITY WILL RESULT IN MEETINGS, REVENUE, CLIENTS, SEARCH RANKINGS, OR INDEXING BY ANY SEARCH ENGINE OR AI SYSTEM. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS CONTENT, OUTREACH, PUBLISHED CONTENT, AND REGULATORY COMPLIANCE.

12. Indemnification

12.1 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) any content published on Customer's Living Site (including content approved by Customer or Customer's compliance reviewer for publication);
• (c) any third-party claim that source materials Customer provides to Company under Section 5.2(a) infringe or misappropriate any intellectual property, publicity, or privacy right;
• (d) Customer's violation of law or regulation (including TCPA, CAN-SPAM, privacy laws, SEC/FINRA rules, CCPA/CPRA, CIPA, state pen-register/wiretap laws, VPPA, and GLBA);
• (e) Customer's deployment of Convert or any other visitor-identification feature in violation of applicable consumer-privacy, cookie-consent, or electronic-communications laws;
• (f) Customer's use of the Services in violation of this Agreement;
• (g) allegations that Customer Data or Customer's outreach infringes or misappropriates third-party rights; or
• (h) Customer's gross negligence or willful misconduct.

12.2 Company Indemnity.

Company will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of allegations that the Services (excluding Customer Data, Output, Published Content, source materials provided by Customer, and any third-party components) infringe or misappropriate a third party's intellectual property rights, provided that Company will have no obligation under this Section 12.2 to the extent the claim arises from:

• (a) Customer Data, source materials provided by Customer, or any content provided by Customer;
• (b) modifications to the Services not made or authorized by Company;
• (c) use of the Services in combination with products or services not provided by Company, where the infringement would not have occurred absent such combination; or
• (d) Customer's continued use of a version of the Services after Company has provided a non-infringing alternative.

If the Services become the subject of an infringement claim, Company may, at its option and expense: (i) obtain the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing; or (iii) terminate the affected Services and refund any prepaid, unused Fees.

12.3 Indemnity Procedure.

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

13. Limitation of Liability

13.1 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.

13.2 Liability Cap.

EXCEPT FOR (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (B) CUSTOMER'S PAYMENT OBLIGATIONS, (C) CUSTOMER'S BREACH OF SECTIONS 3, 4, 5, OR 7, AND (D) EITHER PARTY'S BREACH OF SECTION 8 (CONFIDENTIALITY) OR SECTION 9 (SECURITY), 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.

13.3 Enhanced Cap.

FOR CLAIMS ARISING FROM EITHER PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF SECTION 8 (CONFIDENTIALITY) OR SECTION 9 (SECURITY), EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED TWO TIMES (2X) THE FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.4 Basis of Bargain.

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

14. General

14.1 Governing Law; Venue.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in New Castle County, Delaware.

14.2 Notices.

Notices must be in writing and will be deemed given when sent by email to legal@wealthreach.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.

14.3 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.

14.4 Severability.

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

14.5 Entire Agreement; Order of Precedence.

This Agreement, together with any applicable Order Form, Data Processing Addendum, Enterprise Addendum, and Service Level Addendum, constitutes the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements. In the event of conflict, the order of precedence is: (1) Enterprise Addendum (if applicable); (2) Service Level Addendum (if applicable); (3) Order Form; (4) Data Processing Addendum; (5) this Agreement.

14.6 Waiver.

Failure to enforce any provision is not a waiver.

14.7 Force Majeure.

Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power or internet failures, or labor disputes, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.

14.8 Changes to Agreement.

Company may update this Agreement from time to time. For material changes, Company will provide at least thirty (30) days' notice via email or in-app notification. Continued use after the effective date constitutes acceptance. Notwithstanding the foregoing, material changes to this Agreement will not apply to Customers with executed Order Forms or Enterprise Addenda during the then-current Term without Customer's written consent.

14.9 Anti-Corruption.

Each party represents that it has not and will not, in connection with this Agreement, offer, pay, promise, or authorize the payment of anything of value to any government official or other person for the purpose of improperly influencing any act or decision, and that it will comply with all applicable anti-bribery and anti-corruption laws.