Wealth.com Master Services Agreement

Wealth.com Master Services Agreement

This Master Services Agreement (“Agreement”) is made and entered into between Wealth, Inc. (“Wealth”) and the company who enters into an Order Form with Wealth that refers to this Agreement (“Company”) and is effective as of the date of the Order Form (“Effective Date”). Capitalized terms will have the meanings set forth in Section 11 unless defined elsewhere in this Agreement.

1. SERVICES

• 1.1. Company will purchase the Services specified in each Order Form executed by the parties, together with any other terms mutually agreed to by the parties in the Order Form.
• 1.2. Subject to the terms, conditions and restrictions set forth in this Agreement and the Order Form, Wealth hereby grants to Company a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and the Services to (a) administer access to and enable Principals to create and manage a dedicated Team for such Principal, (b) administer access to and enable Support Staff or other licensed users to provide support and assistance to a Principal, and (c) sublicense to Clients, Support Staff, or such other licensed users described in the Order Form, the right to access and use the Platform, in each case subject to any limitations specified in the applicable Order Form. Company acknowledges that an Authorized User will have access to different features within the based on each Authorized User’s role or specific license type. Each license to a Support Staff, Client, or other licensed user must be associated with at least one active license granted to a Principal.
• 1.3. Company is responsible for ensuring that Authorized Users’ access credentials are kept confidential. No Authorized User will share its credentials or permit another individual to circumvent the privileges restrictions pertaining to the Services. Each Authorized User must (a) register within the Platform in the manner required therein, and (b) agree to the Terms of Service set forth therein.
• 1.4. A Client may have been provided access to the Platform by another advisor, and unless otherwise specified in the Order Form, a Client may discontinue its relationship with a Principal or with Company and continue to access the Platform. Company acknowledges and agrees that each Client enters into a contractual relationship with Wealth when Client accepts the Terms of Service. Further, the may allow Client to purchase premium features and services, and such purchases are made between Wealth and Client pursuant to the Terms of Service.
• 1.5. Except as set forth below, each license granted to an Authorized User will remain in effect for the Term of this Agreement. Company may terminate or reassign any license granted to a Principal, as well as any other licenses associated with the Principal License being terminated or reassigned. Termination or reassignment of any Authorized User does not relieve Company of its obligation to pay the requisite Fees (defined in Section 2) associated with such license, and no refund will be issued on Company’s termination or reassignment of any licenses during the Term. Authorized Users are prohibited from sharing their access credentials with other Authorized Users (and, for clarity, Principals are prohibited from sharing Principal Licenses with other individuals).
• 1.6. Wealth may make available certain Beta and Trial Services to Company and Authorized Users. There is no obligation to use Beta or Trial Services and Company and Authorized Users may choose to use such Services in their sole discretion. Beta Services and Trial Services may be subject to additional terms and conditions that are not described in this Agreement or the Terms of Service. ALL BETA AND TRIAL SERVICES ARE OFFERED AND MADE AVAILABLE “AS IS’ WITHOUT ANY REPRESENTATION, WARRANTY, OR GUARANTEE OF SUCCESS OR ANY PARTICULAR OUTCOME.
• 1.7. Wealth will undertake commercially reasonable efforts to make the Services available at all times, except that Wealth reserves the right to suspend access to the Services in accordance with section 6.4.

2. PAYMENT OF FEES; PERFORMANCE; AUDIT

• 2.1. Company will pay Wealth the fees described in the Order Form (“Fees”). Fees are invoiced annually in advance for the Services unless otherwise specified in an Order Form. License Fees are charged on the basis of purchased license subscriptions and not actual usage. If not otherwise specified in the Order Form, payments will be due within 30 days of invoice. Fees assessed are non-cancelable and fees paid are nonrefundable. Fees on the Order Form do not include any separate one-time fee charged to an Authorized User through the platform for premium features and services, including but not limited to printing and shipping and human review of estate planning documents, which are made pursuant to the Terms of Service and not this Agreement.
• 2.2. Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees described under this Agreement are exclusive of all taxes, including national, state, and local use, sales, property, and similar taxes, if any. Company is responsible for the payment of such taxes (excluding taxes based on Wealth’s net income) unless Company has provided Wealth with a valid exemption certificate. Company is solely responsible for any information disclosure, registration, or payment obligations of the Company arising from this Agreement under tax, securities, professional ethics, or other laws and regulations. In the case of any withholding requirements, Company will pay any required withholding itself and will not reduce the amount paid to Wealth on account thereof.
• 2.3. Wealth may monitor and audit use of the Platform by Company and Authorized Users. In the event that Company exceeds the scope of any rights licensed to Company pursuant to this Agreement, Wealth will notify Company of the same and Company will pay any and all amounts owed.
• 2.4. Company agrees that its purchases under this Agreement are not contingent upon the delivery of any future functionality or features, or dependent on any oral or written public comments made by Wealth, or any of its directors, officers, employees, independent contractors or other representatives, regarding future functionality or features. Company’s failure to deliver any future functionality or features will not be considered a material breach of this Agreement.

3. RESTRICTIONS AND RESPONSIBILITIES

• 3.1. With respect to its usage and marketing of the Platform and the Services, Company (and its officers, employees, or any other representatives) will not, and will ensure that its Principals, Support Staff, and other licensed users do not (a) engage in deceptive, misleading or unethical practices; (b) permit any Client to access and use the Platform unless Company has first verified that such Client (i) is a then-current client of Company, (ii) has attained the age of 18, and (iii) resides in the United States; (c) make false, misleading, or unauthorized representations or warranties, or representations or warranties that are inconsistent with the representations made by Wealth to Company in this Agreement; (d) reverse engineer or otherwise attempt to discover the source code of or trade secrets, except to the extent such restriction is not permitted by law; (e) circumvent or disable any security or technological measures of the Services; (f) copy, modify, or create derivative works or improvements of the Platform or Services; (g) use the Platform or Services for any illegal or unlawful purpose or in any manner that is competitive with or would create a functional substitute for any Services; (h) violate any applicable local, state, national, or international law or regulation, including any related to competition and antitrust matters; (i) infringe, violate, or otherwise contravene any of Wealth’s or any third party’s proprietary or intellectual property rights, including any patent, copyright, trademark, database right and right of confidence; (j) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise making the Platform or Services, or any information, software or materials available therein, to any third-party, except to the extent expressly authorized by this Agreement; (k) remove, delete, alter, or obscure any trademarks on any materials or information made available through the Services; or (l) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impeding or harm the function or operation of the Platform or Services. Company is responsible for its Authorized Users’ compliance with this Agreement and any breach of this Agreement by an Authorized User is deemed a breach by Company.

4. INTELLECTUAL PROPERTY; CONFIDENTIALITY AND NON-DISCLOSURE

• 4.1. Wealth owns all right, title and interest in and to (a) the Platform and the Services, including the technology, infrastructure, software, hardware, databases, electronic systems, networks, and all applications, APIs, and scripts required to operate or deliver the Services, or that Wealth otherwise makes available to Company or Authorized Users, (b) all documentation, frameworks, templates, diagrams, educational materials, methodologies, or arrangements of information available within the Services or regarding the use or operation of the Services, (c) our Data, and (d) any graphics, images, or similar materials made available within the Services (collectively, “Intellectual Property”).
• 4.2. Subject to the terms, conditions and restrictions set forth in this Agreement, Wealth hereby grants to Company a limited, non-exclusive, non-transferable, revocable license to use and display (a) the names, marks, logos, and other identifiers for the Platform and the Services designed by Wealth, and (b) Wealthdesignated promotional, education and informational materials (collectively, the “Wealth Marketing IP”) solely in connection with the marketing and advertising of the Platform and Services. Company will not and will ensure that its Principals and other licensed users will not, (i) use Wealth Marketing IP in any form and manner, except in accordance with the quality standards and usage guidelines provided by Wealth, (ii) use any other marks or designations in connection with marketing the Services, (iii) otherwise use, register or attempt to register any trademark, name, logo or other designation similar to the Wealth Marketing IP, (iv) take, omit to take, or permit any action which does or could dilute the Wealth Marketing IP or tarnish or bring into disrepute the reputation of or goodwill associated with the Wealth Marketing IP, or (v) contest the use of any Wealth Marketing IP or any application or registration therefore, whether during or after the Term.
• 4.3. Wealth reserves all rights not expressly granted to Company in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Company or any third party any intellectual property rights or other right, title, or interest in or to the Intellectual Property or the Wealth Marketing IP.
• 4.4. With Company’s written approval, Wealth may use Company’s name and logo in its marketing materials and materials circulated to any Clients, subject to Company’s trademark guidelines, as updated from time to time and as provided to Wealth. With Wealth’s written approval, Company’s may use Wealth’s name and logo in its marketing materials and materials circulated to any Clients, subject to Wealth’s trademark guidelines, as updated from time to time and as provided to Company.
• 4.5. In connection with this Agreement, each party may disclose Confidential Information (the “Disclosing Party”) to the other party (the “Receiving Party”). Without the Disclosing Party’s prior written consent, the Receiving Party agrees to (a) use the Confidential Information of the Disclosing Party solely to exercise rights and perform obligations under this Agreement, (b) use the same degree of care (but not less than reasonable care) that it uses to protect the confidentiality of its own Confidential Information to protect the Confidential Information of the Disclosing Party, and (c) not disclose Confidential Information of the Disclosing Party to any third party, except that the receiving Party may disclose Confidential Information to its directors, officers, employees or independent contractors who have a need to have access to such information for purposes of this Agreement and who are bound by obligations of confidentiality with respect to such Confidential Information that is as protective as those in this Agreement. Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information that is required to be disclosed pursuant to any valid judicial or governmental order; provided that, to the extent legally permitted, the Receiving Party will give the Disclosing Party reasonable prior written notice of such disclosure such that the Disclosing Party may contest or seek to limit such order.
• 4.6. Notwithstanding anything to the contrary in this Section or the Agreement, the parties acknowledge and agree that Company is affiliated with or subject to supervision by an Affiliate (“Regulated Entity”) that is subject to laws, regulations, and self-regulatory organization (SRO) rules, including but not limited to those promulgated by FINRA and the SEC, and that such laws may require the Regulated Entity to have access to certain data, reports, communications, login details, usage metrics, or other information related to Company’s use of the Services to enable the Regulated Entity to fulfill its compliance, supervisory, or other regulatory obligations. Therefore, Wealth may disclose to the Regulated Entity any information about Company that Regulated Entity reasonably requests, and such disclosure shall not be deemed a breach of this Section or of the Agreement. Further, Wealth may be required to report to the Regulated Entity any breach of this Agreement or Company’s violation of applicable law, and such disclosure or report shall not be deemed a 4 breach of this Agreement. Wealth may suspend or terminate Company’s access upon request from the Regulated Entity.
• 4.7. If Company or any Authorized User provides Wealth with suggestions or feedback on the Services, upon provision of such suggestion or feedback, Company or the Authorized User transfers and assigns to Wealth all right, title and interest in and to such suggestion or feedback. Wealth will own all right, title and interest in and to the suggestion or feedback, and may use the suggestions and feedback without any obligation to Company or any Authorized User, and the suggestion or feedback is not considered the Confidential Information of Company or any Authorized User.
• 4.8. Company acknowledges that when a Client creates an account within the Services, Client agrees to receive services from Wealth in accordance with the Terms of Services. Therefore, as between the parties, the Client information provided to Wealth by a Client is Intellectual Property, unless the Terms of Services provide otherwise.
• 4.9. Wealth may monitor activity or usage of the Platform and Services by Company and Authorized Users for purposes of monitoring compliance with this Agreement. In addition, Wealth may collect information about how Authorized Users use the Platform and Services (including content that the Authorized User views or engages with, the features that the Authorized User uses, the actions that the Authorized User takes, and the time, frequency, and duration of the Authorized User’s activities) all such usage data is considered Intellectual Property.

5. THIRD PARTY SERVICES

• 5.1. The Platform integrates with and receives information (including Third Party Data) from third-party sources, services, software, applications, and platforms (each a “Third Party Service”). Third Party Service providers may provide services related to financial data aggregation, account information, personally identifiable information, brokerage or financial advisory account information, or other similar kinds of information. Wealth does not control, operate, or offer the Third Party Services and is not responsible for how the Third Party Service is provided, the accuracy, completeness, integrity, or security of any Third Party Service, any information provided by the Third Party Service, or any integration point controlled by a Third Party Service. The Third Party Service may make changes to its service, or components thereof, or suspend or discontinue its service with or without notice. Wealth is not responsible for how the Third Party Service provides its service or for how it transmits, accesses, processes, stores, uses, shares, or provides data.

6. TERM AND TERMINATION

• 6.1. The term of this Agreement will commence on the Effective Date and will continue until terminated in accordance with Section 6.3 or until all Order Forms have terminated or expired. The initial term of each Order Form (and all licenses purchased thereunder) will commence on the date set forth on the applicable Order Form and will continue for the period set forth on such Order Form; provided that, if no renewal term is set forth in an Order Form, such Order Form will automatically renew for a period of twelve months unless a party provides written notice to the other party at least thirty (30) days prior to such expiration of its intent to not renew (collectively, the initial term and each renewal term are referred to as the “Term”).
• 6.2. Following Company’s initial purchase of at least one Principal License, each additional license purchase will co-terminate with such initial Order Form’s Term.
• 6.3. Either party may terminate this Agreement and any or all Order Forms, effective upon written notice to the other party, if (a) the other party materially breaches this Agreement or any Order Form, and such breach (i) is incapable of cure, (ii) being capable of cure, remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach, or (b) effective immediately upon written notice to the other party, if the other party (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by 5 order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
• 6.4. Notwithstanding anything to the contrary in this Agreement, Wealth may temporarily suspend Company’s and any Authorized User’s access to any portion or all of the Platform or the Services if (a) Company fails to pay the fees when due, (b) there is a threat or attack on the Platform, (c) Wealth conducts scheduled or emergency maintenance, (d) Company’s or any Authorized User’s use of the Platform disrupts or poses a risk to the security, confidentiality, availability, operation or integrity of the Platform or to any other customer or vendor of Wealth, (e) Wealth reasonably believes that Company or any Authorized User is using the Platform in breach or violation of this Agreement or Terms of Service, (f) an event or circumstance occurs that is beyond Wealth’s control, including without limitation, a Force Majeure Event, Internet service provider failure or delay, failure from any Web-based, mobile, offline or other software functionality that is provided by a third party and interoperates with the Services, or (g) Wealth’s provision of the Platform to Company any Authorized User is prohibited by applicable law. Wealth will use commercially reasonable efforts to provide written notice of any such suspension and to provide updates regarding resumption of access to the Platform following any such suspension. Wealth will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other harm that Company, any Authorized User, or any third party may incur as a result of any such suspension.
• 6.5. Upon termination of this Agreement or an Order Form (a) all rights, licenses and obligations of the parties thereunder will immediately cease; provided that Section 4.5, Section 7, and any term of this Agreement which by its nature is intended to survive, will survive termination of this Agreement, and (b) any Fees accrued, outstanding or payable as of the date of termination will accelerate and become immediately due and payable.

7. INDEMNIFICATION

• 7.1. Company will indemnify, hold harmless, and, at Wealth’s option, defend Wealth from and against any losses, damages, claims, or costs (including reasonable attorney fees) resulting from any third party claim arising from (a) Company’s or its Authorized Users’ access to or use of the Intellectual Property, (b) Company’s or any Authorized User’s breach of Section 3 or Section 4, and (c) Company’s or any Authorized User’s violation of applicable law.
• 7.2. Wealth will indemnify, hold harmless, and, at Company’s option, defend Company from and against any losses, damages, claims, or costs (including reasonable attorney fees) resulting from any third party claim arising from (a) Wealth’s gross negligence, fraud or willful misconduct, (b) any claim that the Company’s use of the Services infringes upon any third party’s intellectual property right, or (c) Wealth’s breach of Section 4.5 or Wealth’s violation of its Privacy Policy; provided, however, in the case of 7.2(b), Wealth may, at its option (i) replace or modify the Services such that the Service is functionally equivalent, non-infringing and non-misappropriating; (ii) obtain a license to use the allegedly infringing or misappropriated material; or (iii) terminate the Services and provide Company with a refund of any fees pre-paid for the period of Service after the effective date of such termination.
• 7.3. Where the indemnifying party has an obligation to defend a claim, it shall not settle any claim, action, or proceeding for which indemnification is sought without the indemnified party’s prior written consent, except where such settlement: (a) involves payment of monetary damages for which the indemnifying party is fully responsible, (b) includes a full and unconditional release of the indemnified party from all liability related to the claim, and (c) does not impose any admission of liability, obligation, or restriction on the indemnified party. The indemnified party shall provide reasonable cooperation in the defense of any indemnified claim, at the indemnifying party’s expense.

8. WARRANTY DISCLAIMER

• 8.1. THE PLATFORM, SERVICES, INTELLECTUAL PROPERTY, WEALTH MARKETING IP AND ANYTHING ELSE MADE AVAILABLE BY WEALTH IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. WEALTH (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIMS 6 ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND THOSE THAT ARISE FROM ANY COURSE OF DEALING, TRADE PRACTICE, USAGE OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, WEALTH MAKES NO WARRANTY THAT THE PLATFORM OR SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL BE AVAILABLE, WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT ERRORS WILL BE CORRECTED.
• 8.2. COMPANY ACKNOWLEDGES AND AGREES THAT CERTAIN LEGAL SELF-HELP SERVICES MAY NOT BE PERMITTED IN ALL STATES AND THAT THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE NOR DO THEY FORM ANY ATTORNEY-CLIENT RELATIONSHIP BETWEEN WEALTH AND ANY OF COMPANY, REPRESENTATIVES OF COMPANY, ADVISORS, OR CLIENTS. COMPANY ACKNOWLEDGES THAT WEALTH, INC. IS NOT A LAW FIRM AND AGREES THAT NO PRINCIPAL, SUPPORT STAFF OR OTHER LICENSED USER WILL ACCESS THE SERVICES TO PRACTICE LAW OR ACT IN CONTRAVENTION OF THIS INTENT. ANY PRINCIPAL, SUPPORT STAFF OR OTHER LICENSED USER WHO ACTS IN CONTRAVENTION OF THIS INTENT WILL BE DEEMED IN BREACH OF THIS AGREEMENT.
• 8.3. WEALTH EXPRESSLY DISCLAIMS ALL LIABILITY RELATED TO OR ARISING FROM ANY THIRD PARTY SERVICE, INCLUDING LIABILITY RELATED TO OR ARISING FROM ANY ERRORS, INACCURATE INFORMATION, UPDATES, MODIFICATIONS, OUTAGES, DELIVERY FAILURES, CORRUPTION OF DATA, LOSS OF DATA, USE OF DATA, SECURITY, DISCONTINUANCE OF SERVICES, VIOLATION OF LAW BY SUCH THIRD PARTY SERVICE, OR TERMINATION OF THE THIRD PARTY SERVICE.

9. LIMITATION OF LIABILITY; REMEDIES

• 9.1. EXCEPT FOR A PARTY’S WILFUL MISCONDUCT OR FRAUD, IN NO EVENT WILL EITHER PARTY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, THE DELAY OR INABILITY TO USE THE SERVICES, LOSS OF REVENUE, GOODWILL, OR ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, IN EACH CASE WHETHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM, THE SERVICES, INTELLECTUAL PROPERTY, WEALTH MARKETING IP, OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF WEALTH, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO WEALTH HEREUNDER IN THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
• 9.2. In the event of a breach or threatened breach of any of the provisions of Section 1.2, Section 3, or Section 4 by a party (or its Affiliates or any of its representatives), the other party will be entitled to seek injunctive relief to enforce the provisions of this Agreement, and the parties agree that if such party is successful in obtaining injunctive relief, then the party seeking injunctive relief will be entitled to recover its attorney fees.

10. MISCELLANEOUS

• 10.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party, except that either party may assign this Agreement in its entirety, without the other party’s consent, to an Affiliate of the assigning party, or pursuant to a transfer of all or substantially all of the assigning party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment, transfer or delegation in violation of the foregoing will be null and void. This Agreement (including the Order Form and 7 any exhibit, schedule, or other terms expressly referred to herein) is the complete and exclusive statement of the mutual understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter hereof. The terms on any purchase order or similar document submitted by Company to Wealth will have no effect and are hereby rejected. All waivers and modifications must be in writing signed by both parties that references this Agreement, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Company does not have any authority of any kind to bind Wealth in any respect whatsoever. Neither party will be liable for delay in performing, or failure to perform, any of its obligations under this Agreement (except for Company’s obligations to pay Wealth for the Services) as long as the delay or failure results from a Force Majeure Event; provided, however, that the party that is affected by the Force Majeure Event will notify the other party in writing as soon as reasonably possible and will use commercially reasonable efforts to mitigate the effect of the delay or failure. All notices under this Agreement will be in writing and will be deemed to have been duly given when (a) received if personally delivered, (b) when receipt is electronically confirmed if transmitted by facsimile or e-mail, (c) or upon receipt if sent by certified or registered mail (return receipt requested), postage prepaid. Notices will be sent to each party’s address set forth on the Order Form. Wealth will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement (and any Order Form) may be executed using an electronic signature software and in counterparts (all of which when taken together constitute a single agreement), and neither party may object to the legal effect or enforceability of this Agreement resulting from the use of electronic signature. This Agreement may be signed in counterparts, each of which will be considered an original. This Agreement will be governed by the laws of the State of Arizona, without regard to its conflict of laws provisions. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this Agreement will be the state or federal courts located in Clark County, Arizona. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts.

11. DEFINITIONS

• 11.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes only of this definition means direct or indirect ownership or voting power over more than fifty percent of the subject entity.
• 11.2. “Agreement” means this Agreement and any Order Form, exhibit, schedule, or other document that is expressly incorporated by reference into this Agreement. To the extent that any provision in an Order Form conflicts with any provision in this Agreement, the provision of the Order Form will govern but only to the extent of such conflict and unless otherwise expressly specified.
• 11.3. “Authorized User” means any individual Principal, Support Staff, Client or other license type, as described in the Order Form, that is authorized by Company to access and use the Platform (or specific features thereof) and receive the Services, pursuant to this Agreement and subject to any usage limitations set forth in the Order Form.
• 11.4. “Beta and Trial Services” means services or functionality that Wealth may make available to Company, its Affiliates, and its Clients to try, at each person’s option and at no additional charge, and are designated as beta, pilot, trial, limited release, developer preview, non-production, evaluation, or by a similar description.
• 11.5. “Confidential Information” means (a) any technical and non-technical information related to the Disclosing Party’s business and current, future and proposed products and services, including, without limitation, software, information concerning research, development, design details and specifications, sales information, marketing plans and business plans, materials and information of a proprietary nature, in each case whether or not marked as “confidential” or “proprietary,” in whatever form the information may take, (b) any report, summary, or other material that any agency, auditor, association, or regulator prepared for Disclosing Party, and (c) any and all derivatives of any of the foregoing, including, without limitation, any translation, abridgment, revision, summary, notes or other form. “Confidential Information” excludes any information that (i) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, (ii) was in the possession of, developed by, or known by Receiving Party prior to receipt from the 8 Disclosing Party, (iii) was rightfully disclosed to Receiving Party without restriction by a third party, or (iv) was independently developed without the use of any of Disclosing Party’s Confidential Information.
• 11.6. “Client” means any person (a) to whom a Principal provides professional services (including, without limitation, investment, tax, estate planning, or other advice) for consideration, and (b) to whom a Principal grants access to the Platform (by providing such Client’s email address to Wealth or by otherwise inviting such Client to access the Platform).
• 11.7. “Force Majeure Event” means an (a) act of God, (b) flood, fire, explosion, earthquake, epidemics, pandemics, quarantines, lock-downs, (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, mass shooting, or other civil unrest, (d) government order, law, or actions, embargo, or blockade, (e) national or regional emergency, (f) telecommunication breakdown, power outage or shortage, or (g) any other similar events or circumstances beyond the reasonable control of the impacted party.
• 11.8. “Order Form” means any order form attached to this Agreement, or any subsequent or separate order form that is executed by the parties and incorporated by specific reference into this Agreement.
• 11.9. “Platform” means Wealth’s website located at http://wealth.com, Wealth’s mobile application and related technologies.
• 11.10. “Principal” means a director, officer, employee or other individual who (a) is acting in a professional and representative capacity on behalf of Company to provide financial advice and other services to Clients, and (b) is authorized by Company to access the Platform and receive the Services.
• 11.11. “Services” means the estate planning services and associated features and services described in an Order Form and made available by Wealth to Company for the benefit of its Principals and their Client, and/or Beta and Trial Services, as such may be updated from time to time.
• 11.12. “Support Staff” means any individual acting in a representative capacity on behalf of Company, whose primary role on the Wealth platform is to assist or support one or more Principals, regardless of the title of the individual.
• 11.13. “Team” is a structure on the Platform that grants user provisioning and access rights, such as the right to send an invitation and to view estate planning documents, only to those Principals, Support Staff or other licensed user on that team over the accounts of Clients that are associated with that team.
• 11.14. “Terms of Service” means Wealth’s terms of service and privacy policy, as they may be updated from time to time and made available on the Platform (currently at https://wealth.com/documents/wealth-terms-ofservice.pdf). The Terms of Service apply to each Principal, Support Staff, other licensed user and Client’s use of the Platform and Services.

EXHIBIT A to ORDER FORM

WEALTH SERVICE LEVEL AGREEMENT

1. Availability Requirement. Wealth shall make the Services Available, as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), at least 99.9% of the time, excluding only the time the Services are not Available solely as a result of one or more Exceptions (the “Availability Requirement”). “Available” means the Services are available for access by authorized users to access over the Internet.
2. Exceptions. No period of Service degradation or inoperability will be included in calculating Availability if such downtime or degradation. Further, the following shall be excluded from the calculation of Availability is directly caused by any of the following (“Exceptions”):
   1. Authorized users’ use in of the Services in violation of the Agreement, or any act or omission of authorized users, or condition experienced by an authorized users that is outside of the control of Wealth;
   2. Failures of Internet connectivity generally not caused by Wealth; or
   3. Internet, other network traffic problems, or other conditions or problems other than problems arising in or from networks actually or required to be provided or controlled by Wealth, or the malicious acts of third parties’;
   4. Failures or issues associated with any third party integrations or third party software or services; or
   5. Scheduled Downtime.
3. Scheduled Downtime. Scheduled Downtime shall only be scheduled between 8 p.m. Eastern Time and 8 a.m. Eastern Time.
4. Remedies for Service Availability Failures. If the actual Availability of the Services is less than the Availability Requirement for any Service Period, that failure constitutes a service error (a “Service Error”). If the Service experiences three Service Errors in any three consecutive months, or four Service Errors in any 12-month period, Client may terminate the Agreement and receive a pro-rata refund of fees which were prepaid for the Service not delivered.
5. Maintenance and Support. Wealth will provide email support to Client to assist in problem resolution. Wealth will provide telephone and/or email consultation to Client from 8:00 am to 5:00 pm five (5) days per week, Monday through Friday PST for user acceptance testing or any upgrade assistance.
6. Support Requests. If Client or an authorized user encounters a problem in the usage of the Services and sends a support request to Wealth, Wealth shall diagnose and reasonably assign a priority to the noted problem. If it is determined by Wealth that said problem is caused by an error in the Services, Wealth shall correct said problem in accordance with Wealth standard error correction procedures. If it is determined that said problem is not caused by an error in the Services, Wealth shall advise Client. Support requests shall be classified by the following priority and response levels: