AdvicePay Terms of Use

These Terms of Use, which govern access and use, of the AdvicePay Portal are a legal agreement between AdvicePay Inc. (“AdvicePay”, “we”, or “us”) and you, the user of the AdvicePay Portal (“you”, “Customer”, or “Client”). By accessing the AdvicePay Portal, you agree to be bound by these Terms of Use and AdvicePay’s Privacy Policy, incorporated herein by reference.

1. Definitions

1.1 “RIA” – Registered investment advisor

1.2 “Stripe” means Stripe Inc., located at 185 Berry St, Suite 550, San Francisco, CA 94107, USA and its subsidiaries or affiliates

1.3 “AWS” means Amazon Web Services Inc., located at 410 Terry Avenue North, Seattle, WA 98109-5210, USA, and its subsidiaries or affiliates

1.4 “API” means Application Programming Interface

1.5 Customer Data – As used with the Products and Services and provided to, transmitted, submitted or uploaded to the AdvicePay Portal, includes: (a) Confidential Information, as defined herein; (b) data provided by, or on behalf of, Customer or Customer’s clients; (c) an individual’s personal identifying information (“PII”) within Customer Data; (d) For the purpose of the AdvicePay Products and Services the Customer Data collected will include name, email, and phone number. Customer Data necessary for payment processing including social security, credit card, and bank account are collected and processed by Stripe and fall under Stripe’s Privacy Policy.

1.6 Confidential Information – Defined herein as Customer Data, Intellectual Property, all business information, business plans, customer lists, market information, marketing plans, finance and proprietary information, of a Party and each Party’s subsidiaries, affiliates, clients, customers, investors, joint ventures and strategic partners, and all information that would be reasonably considered confidential on a legal or commercial basis. Confidential Information also includes information of third-parties that is in the possession of a Party and identified or treated as confidential by such third-party.

1.7 Intellectual property – Includes proprietary information and rights, trade secrets (whether in oral or a recorded or written format), know-how, technology, engineering, hardware configuration, data, databases, source code, software, programs, security systems and practices, management systems, experimental data, processes, product plans, service plans, testing systems, research and development whether or not patentable, patent rights, Marks, inventions and improvements, methods, procedures, algorithms, discoveries, patent applications, designs, and copyrights arising out of or relating to AdvicePay’s business, and any modifications, adaptations, derivative works, and enhancements made thereto (collectively “Intellectual Property”);

2. Description of Services

The AdvicePay internet portal (“AdvicePay Portal”) is a billing and payment processing platform that allows financial advisors to deliver financial planning to clients with a fee-for-service model using billing technology that is compliant, transparent, and intuitive. Financial advisors benefit from efficient invoicing and payment workflows designed exclusively to support their businesses, including up-to-date compliance and data security management. Users can issue agreements for client e-signature, accept ACH and credit cards, bill hourly or one-time fees, or establish recurring retainer or subscription billing compliantly.

3. Acknowledgement and Acceptance

These AdvicePay Terms of Use are a legal agreement between AdvicePay Inc. (“AdvicePay”, “We”, or “Us”) and you, the user of the AdvicePay Portal (“You” including customers and customer clients).

Payment processing services for users on AdvicePay are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as an account holder of the AdvicePay Portal, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of AdvicePay enabling payment processing services through Stripe, you agree to provide AdvicePay accurate and complete information about you and your business, and you authorize AdvicePay to share it and transaction information related to your use of the payment processing services provided by Stripe.

Violation of any of the AdvicePay Terms of Use may result in the suspension or termination of your account. In addition, you acknowledge the following in using the AdvicePay Portal:

• You shall not and shall not permit a third party to use the AdvicePay Portal for fraudulent purposes;

• Fraudulent activity will result in immediate termination of your account;

• You shall not attempt to impersonate AdvicePay or impersonate another person or use another person’s identity in accessing or using the AdvicePay Portal;

• You shall not attempt to access data that is not intended for you;

• In using the AdvicePay Portal you warrant that you have not previously been suspended or removed from the Service;

• You shall not use the AdvicePay Portal if you are under the age of 18;

• You shall not share or disclose your AdvicePay Portal user id and password to any other person;

• You shall not circumvent any technical or security controls in place in using the AdvicePay Portal;

• You shall not perform or use any malicious activity on the AdvicePay Portal including but not limited to hacking, malicious software, phishing, and social engineering;

• You shall not perform any vulnerability or penetration testing on the AdvicePay Portal

• You shall not modify, make derivative works of, disassemble, reverse compile (including review of data structures or similar materials produced by the Products and Services), or reverse engineer, any part of the Products or Services, or access or use the Products and Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to AdvicePay;

• You shall not use any of AdvicePay’s logos, trademarks, service names, designs, or slogans without the prior written consent of AdvicePay.

4. Privacy

You can review the AdvicePay Privacy Policy on our website to better understand how AdvicePay classifies and handles data. By using the AdvicePay Portal, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. The Privacy Policy also governs your use and access of the AdvicePay Portal.

5. Security

5.1 AdvicePay takes the security of Customer Data seriously. AdvicePay implements the appropriate measures based on the sensitivity of Customer and Client information that the Company collects, stores, and processes. No information system is impenetrable and therefore AdvicePay cannot guarantee 100% security of data during transmission and storage. If you believe that your AdvicePay account has been compromised or if your personal data has been compromised outside of AdvicePay please Contact Us immediately.

5.2 AdvicePay will engage a third party to perform an annual SOC 2 Type II audit of the AdvicePay Portal and services. A summary of the auditor’s report is available upon request.

5.3 AdvicePay will engage a third party to perform an annual web application penetration test of the Product and a source code vulnerability assessment. A summary of the auditor’s report is available upon request.

6. AdvicePay Responsibility

6.1 AdvicePay will provide Products and Services as explicitly set forth here in the Terms of Use.

6.2 AdvicePay will provide Products and Services, as applicable and agreed upon. For Enterprise customers this will follow the defined SLA’s per your individual contract agreement.

6.4 Customer support is provided by trained, qualified professionals and is available via internet or telephone for customer support matters regarding resolution of Product and Service questions that may arise. AdvicePay’s customer support services will be available during the hours of 8:00 AM thru 5:00 PM Mountain Time, Monday through Friday, except holidays. AdvicePay will address and resolve matters in a commercially reasonable manner and time frame where feasible. For Enterprise customers this will follow your individual contract agreement according to the applicable SOWs.

6.5 The AdvicePay Customer Experience Team has administrative access to provide support and maintenance to user accounts as necessary. This includes accessing account content in order to diagnose and resolve support related issues.

7. Customer Responsibility

7.1 Customer acknowledges that Customer will use the Products and Services in compliance with all Terms of Use set forth in this Agreement, and in compliance with all applicable laws, rules and regulations.

7.2 Customer acknowledges and agrees that to the extent used in connection with the deposit or withdrawal of any funds, all Products and Services must be used solely in connection with United States based bank accounts.

7.3 Customer will provide AdvicePay with all compliance and regulatory information required and applicable to Customer’s business and this Agreement; and will use its best efforts to execute documents necessary to allow AdvicePay to fulfill its obligations hereunder via third parties, such as banks and/or third party agency requirements.

7.4 AdvicePay reserves the right to engage, or replace, third-party vendors to fulfill any portion of its obligations under this Agreement, and the engagement or replacement of a third-party vendor does not negate or diminish AdvicePay’s obligations under this Agreement.

7.5 In the event that Customer suggests, develops and/or discloses any modifications, revisions, adaptations, derivations, enhancements or the like (collectively “Modifications”) to any Intellectual Property, Customer acknowledges and agrees that all such Modifications are the sole and exclusive property of AdvicePay; Customer hereby assigns any and all rights to the Modifications to AdvicePay and will execute all instruments necessary and reasonably requested to perfect AdvicePay’s ownership; additionally, in the event that a court of competent jurisdiction finds such assignment is not enforceable, Customer hereby agrees to execute all instruments necessary to effectuate assignment of all Modifications; and Customer will not, directly or indirectly, challenge, contest, dispute, or otherwise impair the validity or rights, title, or interest such ownership of the Modifications. Modifications are included within the definition of Intellectual Property as used herein.

7.6 The customer is responsible for the administration of users accounts within the AdvicePay Portal including creating new accounts, resetting passwords, and removing user accounts that are no longer in use.

8. Client Responsibility

8.1 Client acknowledges that Client will use the Products and Services in compliance with all Terms of Use set forth in this Agreement, and in compliance with all applicable laws, rules and regulations.

8.2 Client acknowledges and agrees that to the extent used in connection with the deposit or withdrawal of any funds, all Products and Services must be used solely in connection with United States based bank accounts.

9. Pricing Plans and Promotional Offers

9.1 The AdvicePay Pricing Plans and the Plan Features are accessible on the AdvicePay website for your convenience. For Enterprise Plans your pricing and fees are detailed in your individual contract agreement. All AdvicePay pricing plans are subject to change. If plans, features, or pricing change you will receive notification in advance. For questions regarding Pricing Plans please Contact Us.

9.2 AdvicePay may make promotional offers with different features, discounts, and/or different pricing to any of our customers. These promotional offers, unless made to you directly, will not apply to your offer or these Terms.

10. Disclaimers

YOUR USE OF THE ADVICEPAY PORTAL, ITS CONTENT, AND ANY SERVICES OR ITEMS, OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE ADVICEPAY PORTAL, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE ADVICEPAY PORTAL, ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ADVICEPAY, ITS AFFILIATES, AND THEIR AGENTS, MERCHANTS OR INDEPENDENT CONTRACTORS (THE “DISCLAIMING ENTITIES”), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE ADVICEPAY PORTAL, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ADVICEPAY PORTAL WILL BE UNINTERRUPTED OR ERROR FREE. THE DISCLAIMING ENTITIES SHALL NOT BE RESPONSIBLE FOR ANY UPTIME INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, OR ACCEPTANCE, COMPLETION, SETTLEMENT OR CANCELLATION OF PAYMENT TRANSACTIONS. THE DISCLAIMING ENTITIES ARE NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT, OFFER, OR REWARD PROGRAM ITEM INFORMATION, INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS ACCURATE.

YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR MALWARE PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT. TO THE FULLEST EXTENT PROVIDED BY LAW, ADVICEPAY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, MALWARE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY MATERIALS DOWNLOADED FROM IT OR LINKED TO IT.

11. Limitation of Liability

11.1 EXCEPT FOR EACH PARTY’S OBLIGATIONS HEREIN REGARDING CUSTOMER DATA, CONFIDENTIAL INFORMATION, AND INTELLECTUAL PROPERTY INFRINGEMENT, OR EITHER PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR OWED TO ADVICEPAY UNDER THIS AGREEMENT DURING THE PREVIOUS TWELVE MONTH PERIOD. THIS LIMITATION OF LIABILITY IS THE TOTAL AGGREGATE FOR A PARTY, AND IS NOT PER INCIDENT.

11.2 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS, LOSS OF GOODWILL, OR PROFIT IN CONNECTION WITH ANY CLAIM ARISING FROM THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

11.3 Neither Party may bring a claim or claims against the other Party more than two years after the alleged cause of action accrued.

12. Arbitration and Governing Law

12.1 The Parties agree that any dispute, claim or controversy arising out or related to this Agreement will be settled by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), with judgment upon the award rendered by the arbitrators to be entered in a court of competent jurisdiction. Notwithstanding the foregoing or the then-current specified Commercial Arbitration Rules, the following will apply with respect to the arbitration proceeding: (i) the arbitration proceeding will be conducted by three arbitrators selected by the Parties, provided if the Parties fail to make such designation within fifteen (15) business days after receipt by the AAA of any demand for arbitration, the AAA will make the appointments in its sole discretion; (ii) the existence, subject, evidence, proceedings, and ruling resulting from the arbitration proceedings will be deemed confidential information, and will not be disclosed by either Party, their representatives, or the arbitrators (except: (w) to the professional advisers of AdvicePay or Customer; (x) in connection with a public or private offering of securities by AdvicePay or Customer; (y) as ordered by any court of competent jurisdiction; or (z) as required to comply with any applicable governmental statute or regulation); (iii) the arbitrators shall be required to prepare written findings of fact; and (iv) the arbitrators may grant any relief or remedy which the arbitrator deems just and equitable provided, however, that the arbitrators will have no authority to, and may not, in any event, make any ruling, finding or award that does not conform to the terms, limitations and conditions of this Agreement.

12.2 Each Party to the arbitration is to pay an equal part of the deposit fixed by the AAA. Notwithstanding the determination of the arbitrators (i) all costs associated with the arbitration and imposed by the AAA or the arbitrator will be borne equally by each Party to the arbitration, and (ii) each Party to the arbitration will be responsible for its own attorneys’ fees and other professional fees incurred in connection with the arbitration. Determinations of such arbitrators will be final and binding upon the Parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrators will apply the law of the State of Montana without giving effect to its conflict of law rules. All proceedings before the arbitrators will be conducted in the English language.

12.3 This Agreement will be governed by and construed in accordance with the laws of Montana, and excluding all conflicts of law. Subject to the Arbitration requirements of this Agreement and the precedence thereof, both Parties consent and submit to the exclusive jurisdiction and venue over any action, suit or other legal proceeding that may arise out of or in connection with this Agreement in the federal or state courts of located in or having jurisdiction within Gallatin County Montana. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to this Agreement.

13. Termination – Enterprise Customers with Contract

For Enterprise customers with a contract, the Customer’s contract regarding termination will apply along with these terms:

13.1 AdvicePay has the right to terminate or suspend your access to all or part of the AdvicePay Portal for any or no reason, including without limitation, any violation of these Terms of Use.

13.2 AdvicePay may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the AdvicePay Portal.

13.3 We have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the AdvicePay Portal.

14. Termination – Essential, Professional, and Enterprise Customers without Contract

14.1 Either party may terminate this Agreement without notice to the other party in the event:

• A Party commits a material breach of any of the Terms of Use of this Agreement

• A Party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, voluntarily or otherwise; or

• A Party sells, transfers or assigns all or substantially all of its assets.

• AdvicePay will terminate any account that commits any fraudulent activity.

• AdvicePay will terminate any account that is delinquent and not resolved within 30 days of the account being delinquent.

• The customer may terminate for any reason.

14.2 In the event of a termination, AdvicePay will grant Customer reasonable access to retrieve Customer Data. The Parties will work in good faith to transition Customer Data and AdvicePay will provide assistance to transition Customer Data at the time of termination. Customer shall be responsible for all reasonable data retrieval and migration fees of $200 per hour if performed at time of termination. If requested at a time after termination has occurred, customer shall be responsible for all reasonable data retrieval and migration fees of $400 per hour. Per the AdvicePay data retention policy, all data is purged 12 months after termination at which point AdvicePay will no longer be able to retrieve the data. The following categories of data are available for retrieval: Advisor Lists, Clients Lists, Payments, eSign Documents, Audit Log, and Email Log.

14.3 Upon expiration or termination of this Agreement for any reason, Customer will immediately return all of AdvicePay’s Confidential Information and Intellectual Property to AdvicePay, and Customer will certify to same in writing; all rights and licenses granted by AdvicePay hereunder to Customer cease as of the termination date. Notwithstanding the above, AdvicePay will warehouse Customer Data according to applicable laws.

15. Modifications of Terms of Use

We have the right, in our sole and absolute discretion, to change, modify, or amend any portion of these Terms of Use at any time by posting notification here or otherwise communicating the notification to you. The changes will become effective, and shall be deemed accepted by you, after the initial posting and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the AdvicePay Portal.

Contact

If you have any questions about the Terms of Use, please Contact Us electronically or via physical mail at:

AdvicePay

24 E. Maint St.

Bozeman, MT 59715

Linking

If the AdvicePay Portal, or the Terms of Use, contain links to other sites and resources provided by third parties, these links are provided for your convenience. AdvicePay has no control over the contents of those third-party sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any linked third-party websites, you do so entirely at your own risk and subject to the terms of use for such websites.

Entire Agreement

This Agreement (together with the documents referred to in this Agreement, including but not limited to the AdvicePay SaaS Agreement, Privacy Policy and the Stripe Services Agreement) and the terms of any applicable agreement between you and AdvicePay constitute the entire, complete and exclusive agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, representations and understandings of the parties, written or oral.