WEALTH RECON TERMS OF SERVICE Draft for attorney review. Not legal advice. Version 2.0 Draft Effective Date: To be set upon publication. Preamble and Acceptance These Terms of Service (the "Terms") form a binding agreement between Wealth Recon, the legal entity identified in the Service notice address (referred to as "Wealth Recon," "we," "our," or "us") and the financial professional or firm accessing or using the Service (referred to as "you" or "your"). By creating an account, by clicking a button or check box that signals acceptance, by signing the Advisor Use Agreement through the electronic signature platform Wealth Recon designates, or by accessing or using any part of the Service, you accept these Terms and represent that you have authority to bind your firm to these Terms if you are acting on its behalf. The Service is offered only to United States based, licensed financial professionals and the firms that employ them. The Service is not directed to consumers, to non-United States users, or to any person younger than eighteen years of age. If you do not agree to these Terms, do not access or use the Service.

1. Definitions Capitalized terms used in these Terms have the meanings set out below or where the term is first used in context. "Advisor" means a financial professional who accepts these Terms and accesses the Service in a personal capacity or on behalf of a Firm. "Advisor Use Agreement" means the separate agreement signed by Advisor through the electronic signature platform designated by Wealth Recon that governs Advisor specific use obligations. "Authorized User" means an individual who is an Advisor, an employee of a Firm, or a contractor of a Firm who is permitted by the Firm to access the Service under the Firm account. "Dossier" means any prospect research output produced by the Service for a Subject. "Firm" means the entity, if any, that employs or contracts an Advisor and whose account or seat the Advisor uses to access the Service. "Output" means any text, citation, summary, contact reference, public-record reference, classification, or other content produced by the Service, including each Dossier. "Service" means the Wealth Recon website, web application, application programming interfaces, and related products and features that Wealth Recon makes available, including any Output. "Subject" means an individual or entity that is the subject of a Dossier. "Subscription Term" means the period of time during which Advisor or Firm has a paid right to access the Service, as set out in the applicable order or plan description. "Your Content" means information, data, or other content that Advisor or Firm submits to or generates within the Service, other than Output.
2. Eligibility, Registration, and Account Security You may access the Service only if (a) you are at least eighteen years of age, (b) you reside in the United States, (c) you are either a financial professional currently licensed or registered to conduct your line of business in the United States or an authorized employee of a Firm that employs such professionals, and (d) your use of the Service is permitted by every regulator, self-regulatory organization, and Firm policy that has authority over your professional activities. To use the Service, you must register an account and provide accurate, current, and complete information. You agree to keep that information current. You are responsible for safeguarding your credentials, for all activity that occurs under your account, and for ensuring that each Authorized User who accesses the Service through your account complies with these Terms. You will notify Wealth Recon promptly at the notice address published in the Service if you suspect any unauthorized use of your account or any compromise of your credentials.
3. Nature of the Service The Service is a business-to-business research and information product. The Service generates Dossiers and other Output by retrieving, structuring, and summarizing information from publicly available and licensed third-party sources, including with the assistance of artificial intelligence systems. The Service is intended to support, not replace, the Advisor independent research, judgment, and compliance processes. Wealth Recon is not a broker-dealer, investment adviser, insurance producer, attorney, tax preparer, or compliance officer. The Service does not provide investment advice, legal advice, tax advice, insurance advice, compliance advice, or suitability determinations. No Output is a recommendation to buy, sell, or hold any security, insurance product, annuity, or other financial instrument, and no Output is a determination that any product, service, or strategy is suitable or appropriate for any person. Advisor is solely responsible for every decision Advisor makes, every communication Advisor has with a client, prospect, regulator, or third party, and every product or service Advisor recommends. Advisor will comply with all rules of the Securities and Exchange Commission, the Financial Industry Regulatory Authority, state securities and insurance regulators, the Department of Labor, Advisor Firm, and every other regulator or self-regulatory organization that applies to Advisor.
4. Public Source and Artificial Intelligence Limitations Dossiers are assembled from public records, regulatory filings, news media, social media, business registries, licensed data feeds, and other publicly available or licensed sources. Public sources can be incomplete, outdated, inaccurate, mismatched to the wrong individual, or restricted by terms of use or privacy rules that change over time. Wealth Recon does not guarantee that any source remains accessible or unchanged after a Dossier is generated. The Service uses artificial intelligence systems to retrieve, summarize, classify, structure, and present research. Artificial intelligence systems can produce content that is incorrect, fabricated, biased, mismatched to the wrong subject, or outdated. The Service may surface a citation that does not in fact support the cited statement, may attribute a fact to the wrong person, or may generate summaries that are technically inaccurate. Output is a research starting point. Advisor will not treat Output as a finished work product, a verified factual record, or a substitute for Advisor own due diligence. Wealth Recon does not use Your Content, queries, saved Subjects, or Output content specific to Advisor to train Wealth Recon foundation models or to train any third-party model in a manner that would expose Your Content or Output outside the Service. Wealth Recon may use aggregated and de-identified information about Service usage to operate, secure, debug, and improve the Service.
5. Advisor Verification Obligation Advisor will review each Dossier and each Output before relying on it for any client or prospect interaction. Advisor will independently verify the identity of any Subject and the accuracy of any data point on which Advisor intends to rely. Advisor will not communicate to a client, prospect, regulator, or other third party any fact obtained from a Dossier without first verifying that fact in an independent source. Advisor will document Advisor verification steps in a manner consistent with Firm policies and applicable recordkeeping rules.
6. Dossier Cache and Cross-User Invisibility To improve performance and reduce duplicative research, Wealth Recon may cache Dossier components and reuse cached content in subsequent Dossiers for the same Subject. Cached content is not attributed to any prior Advisor, does not disclose any prior Advisor identity, and does not reveal whether any prior research occurred on a Subject. Other users of the Service cannot see Advisor Dossiers, queries, saved Subjects, or the fact that Advisor researched any particular Subject. Wealth Recon does not disclose to any other user whether a Subject has previously been researched.
7. Privacy of Subjects, FCRA, and GLBA The individuals who are Subjects of Dossiers have privacy rights under federal and state law. Advisor will use Dossiers only for lawful, legitimate business purposes connected to evaluating, contacting, or serving a prospective or existing client. Advisor will not use the Service or any Output for any of the following: • Determining a Subject eligibility for credit, insurance, employment, housing, government benefits, tenancy, or any other purpose covered by the Fair Credit Reporting Act, fifteen United States Code section sixteen eighty-one and following. • Any activity that violates the Gramm-Leach-Bliley Act, including reuse of nonpublic personal information of consumers outside the limited business purpose permitted by the financial institution that provided the information. • Any activity that violates the Illinois Biometric Information Privacy Act, the Illinois Personal Information Protection Act, the California Consumer Privacy Act and California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, or any other state privacy or biometric law. • Any activity that violates the Telephone Consumer Protection Act, the CAN-SPAM Act, state do-not-call or solicitation rules, anti-money laundering laws, sanctions laws administered by the Office of Foreign Assets Control, or anti-discrimination laws. Wealth Recon does not assemble or provide Output for any purpose covered by the Fair Credit Reporting Act, does not represent that any Output is a consumer report, and does not authorize use of any Output as a consumer report. Advisor certifies on each use that Advisor is not requesting or using Output for any permissible purpose under the Fair Credit Reporting Act. Wealth Recon does not process biometric identifiers or biometric information as defined by the Illinois Biometric Information Privacy Act and does not provide voiceprints, faceprints, retina scans, or similar identifiers as part of any Output. Wealth Recon maintains administrative, technical, and physical safeguards designed to protect nonpublic personal information consistent with the Gramm-Leach-Bliley Act Safeguards Rule and reasonable industry practice. Wealth Recon publishes a Privacy Policy describing its information practices, which is incorporated into these Terms by reference. If a Subject submits a verifiable privacy request to Wealth Recon under applicable law, Wealth Recon may take reasonable steps to respond, may inform the Subject of the categories of information processed, may remove or restrict use of certain information, and may notify Advisor of the request when required.
8. Prohibited Uses Advisor will not, and will not permit any Authorized User or third party to: • Use the Service or any Output to harass, stalk, threaten, defraud, intimidate, or unlawfully discriminate against any person. • Resell, sublicense, transfer, share for compensation, or otherwise commercially redistribute any Output to any party that is not an Authorized User under Advisor or Firm account. • Scrape, crawl, mirror, or use any automated means to extract data from the Service in a way that Wealth Recon has not expressly authorized in writing. • Reverse engineer, decompile, disassemble, or attempt to derive the source code, prompts, models, weights, or underlying training data of the Service, except to the limited extent applicable law expressly permits this conduct despite a contractual restriction. • Use the Service or any Output to train any artificial intelligence or machine learning model, or to develop a product that competes with the Service. • Impersonate any person, share account credentials, attempt to access another user account, or interfere with the security or integrity of the Service. • Use the Service in any manner that violates any applicable law or regulation, including the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, state securities and insurance laws, the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, the Telephone Consumer Protection Act, the CAN-SPAM Act, the Illinois Biometric Information Privacy Act, or any state privacy or consumer protection law.
9. Fees, Credits, Refunds, Overages, and Taxes The Service is offered on a paid basis. You agree to pay all fees associated with your account, including subscription fees, credit purchases, overage charges, and applicable taxes other than taxes on Wealth Recon net income. Credits are units that authorize Dossier generation or other Service activity. Credits are nontransferable, have no cash value, and expire on the terms stated in your plan. Except where required by applicable law, all fees are nonrefundable. Wealth Recon may change pricing for renewal terms by notice given at least thirty days before the renewal date. Wealth Recon may suspend or terminate your account for nonpayment, suspected fraud, violation of these Terms, or risk to other users or the Service.
10. Intellectual Property Wealth Recon and its licensors own all right, title, and interest in the Service, including its software, models, prompts, weights, design, user interface, documentation, and all content other than Your Content. Subject to your continuing compliance with these Terms and payment of all fees, Wealth Recon grants you a limited, nonexclusive, nontransferable, revocable license during the Subscription Term to access and use the Service and to use Output internally in your business as a licensed financial professional or Firm. Wealth Recon reserves all rights not expressly granted. You retain ownership of Your Content. You grant Wealth Recon a worldwide, royalty-free, nonexclusive license to host, process, transmit, display, and create derivative works of Your Content solely to provide, secure, and improve the Service for you. Wealth Recon may use aggregated, de-identified data derived from Service usage for analytics, security, fraud prevention, and product improvement. Wealth Recon will defend Advisor and Firm against any third-party claim that the Service, as provided by Wealth Recon and used in accordance with these Terms, infringes a United States patent, registered copyright, or trademark, and will pay damages and reasonable attorneys fees finally awarded by a court of competent jurisdiction or agreed in settlement, provided Advisor or Firm promptly notifies Wealth Recon of the claim, allows Wealth Recon to control the defense and settlement, and reasonably cooperates with Wealth Recon. If Wealth Recon believes that the Service infringes, Wealth Recon may at its option (a) procure for you the right to continue using the Service, (b) modify the Service to be non-infringing, or (c) terminate the affected account and refund any prepaid fees for the unused portion of the Subscription Term. This section states Wealth Recon entire obligation and Advisor and Firm exclusive remedy for any third-party infringement claim concerning the Service.
11. Confidentiality "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information of Wealth Recon includes the non-public features, designs, prompts, models, weights, pricing, and security information of the Service. Confidential Information of Advisor or Firm includes Your Content and Advisor identifying information. The Receiving Party will use Confidential Information only to perform under these Terms, will protect it with at least the same care it uses for its own confidential information of similar importance and in no event less than reasonable care, and will disclose it only to its personnel and contractors who have a need to know and who are bound by confidentiality obligations at least as protective. Confidential Information does not include information that the Receiving Party can demonstrate was (a) publicly known through no fault of the Receiving Party, (b) lawfully known to the Receiving Party without confidentiality obligation before disclosure, (c) lawfully received from a third party without confidentiality obligation, or (d) independently developed without use of the Disclosing Party Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order if it gives the Disclosing Party prompt prior notice when legally permitted and reasonably cooperates with any effort to limit or contest the required disclosure.
12. Information Security and Breach Notification Wealth Recon maintains a written information security program designed to protect the Service and Your Content against unauthorized access, use, disclosure, alteration, and destruction. The program includes encryption of Your Content in transit and at rest, role-based access controls, vendor risk management, vulnerability management, and audit logging. Wealth Recon will, without undue delay and consistent with applicable law and the legitimate needs of law enforcement, notify Advisor or Firm of any confirmed unauthorized acquisition of Your Content under Wealth Recon control.
13. Disclaimer of Warranties Except for the limited warranties expressly stated in these Terms, the Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Wealth Recon disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, accuracy, completeness, and noninfringement. Wealth Recon does not warrant that the Service will be uninterrupted, error free, secure, or free of harmful components. Advisor acknowledges that Output is informational only and that any reliance on Output is at Advisor own risk.
14. Limitation of Liability To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, lost opportunities, or business interruption, even if advised of the possibility of such damages. To the maximum extent permitted by law, the total aggregate liability of Wealth Recon for all claims arising out of or related to the Service or these Terms will not exceed the greater of (a) the fees Advisor or Firm paid to Wealth Recon for the Service during the twelve months immediately preceding the event giving rise to the claim or (b) one thousand United States dollars. The limitations in this section do not apply to (i) Advisor or Firm obligation to pay fees due under these Terms, (ii) either party indemnification obligations under these Terms, (iii) either party breach of the Confidentiality section, (iv) Advisor or Firm breach of the Prohibited Uses or Intellectual Property sections, (v) either party gross negligence, willful misconduct, or fraud, or (vi) liability that cannot be limited under applicable law.
15. Indemnification by Advisor and Firm Advisor and Firm will defend, indemnify, and hold harmless Wealth Recon and its officers, directors, employees, contractors, licensors, and affiliates from and against any third-party claim, and will pay damages, costs, and reasonable attorneys fees finally awarded against Wealth Recon or agreed in settlement, arising out of or related to (a) Advisor or Firm use of the Service or any Output, (b) any action Advisor or Firm took based on Output, (c) Advisor or Firm breach of these Terms or the Advisor Use Agreement, (d) Advisor or Firm violation of any law or regulation, including the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, the Illinois Biometric Information Privacy Act, the Telephone Consumer Protection Act, or any state privacy law, (e) any communication Advisor or Firm made with a client, prospect, regulator, or other third party in reliance on Output, or (f) any complaint, dispute, regulatory inquiry, or proceeding brought by a Subject relating to Advisor or Firm use of a Dossier. Wealth Recon will promptly notify Advisor of any claim, will allow Advisor to control the defense and settlement with counsel reasonably acceptable to Wealth Recon, and will reasonably cooperate. Advisor will not settle any claim that imposes any non-monetary obligation on Wealth Recon without Wealth Recon prior written consent.
16. Records and Audit Advisor will maintain records of Advisor use of the Service sufficient to demonstrate compliance with these Terms and the Advisor Use Agreement, including records of Advisor verification steps for facts relied on from Dossiers. On at least thirty days written notice and not more than once in any twelve-month period, Wealth Recon may, directly or through a qualified third-party auditor bound by confidentiality, review those records solely to verify Advisor compliance with the Fair Credit Reporting Act prohibition, the Prohibited Uses, and the Privacy section. The audit will occur during normal business hours and will not unreasonably interfere with Advisor operations.
17. Binding Arbitration, Class Waiver, and Opt-Out Advisor and Wealth Recon agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Advisor Use Agreement, or the Service, including the formation, validity, scope, or enforceability of this arbitration agreement, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except that the Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. The arbitration will be conducted by a single arbitrator in Cook County, Illinois, or by video conference if both parties agree. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any federal, state, or local court or agency, has the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement. Advisor and Wealth Recon each waive any right to bring or participate in any class, collective, mass, or representative action against the other. The arbitrator may not consolidate more than one party claims or otherwise preside over any form of class or representative proceeding. If the class-action waiver is found unenforceable in a particular case, then the entire arbitration agreement is null and void for that case only and the parties will litigate in court subject to the Governing Law and Venue section. You may opt out of this arbitration agreement by sending Wealth Recon a written opt-out notice at the notice address published in the Service within thirty days after the date you first accept these Terms. The notice must include your full legal name, account email, and a clear statement that you opt out of arbitration. An opt-out does not affect any other provision of these Terms. Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in the state or federal courts located in Cook County, Illinois to protect intellectual property rights, Confidential Information, or to prevent unauthorized access to or use of the Service, without first proceeding to arbitration.
18. Statute of Limitations Except for claims arising under intellectual property or confidentiality, any claim arising out of or related to these Terms or the Service must be brought within one year after the cause of action accrues, or it is permanently barred.
19. Governing Law and Venue These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of Illinois, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration provision above, the exclusive jurisdiction and venue for any judicial action permitted under these Terms lie in the state and federal courts located in Cook County, Illinois, and each party consents to that jurisdiction and venue.
20. Electronic Communications and Electronic Signatures You consent to receive communications from Wealth Recon electronically, including by email or through the Service. You agree that all agreements, notices, disclosures, and other communications that Wealth Recon provides to you electronically satisfy any legal requirement that such communications be in writing. You consent to use electronic signatures and electronic records in your dealings with Wealth Recon, including for the Advisor Use Agreement that is executed through the electronic signature platform Wealth Recon designates. You confirm that you have the hardware and software necessary to access, view, and retain electronic records, including a computer or mobile device with internet access, a current web browser, sufficient storage to retain electronic records, and the ability to view, save, or print Portable Document Format files. You may request a paper copy of any electronic record by contacting Wealth Recon at the notice address published in the Service. You may withdraw consent to electronic delivery by contacting Wealth Recon, but withdrawal of consent may prevent you from continuing to use the Service. You will keep your contact information current so that Wealth Recon can deliver electronic records to you.
21. Force Majeure Neither party will be liable for any failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic, war, terrorism, civil disturbance, government action, labor dispute, internet or telecommunications outage, denial-of-service attack, or failure of upstream cloud providers. The affected party will use reasonable efforts to resume performance.
22. Updates and Required Re-Acceptance Wealth Recon may update these Terms from time to time. Wealth Recon will provide notice of material changes by posting the updated Terms in the Service, by email, or both, at least fifteen days before the effective date. For material changes, Wealth Recon may require you to affirmatively re-accept the updated Terms before continuing to use the Service. If you do not accept the updated Terms, your right to use the Service ends on the effective date of the change. Continued use of the Service after the effective date constitutes acceptance.
23. Suspension and Termination Wealth Recon may suspend or terminate your access to the Service at any time for breach of these Terms, suspected unlawful conduct, nonpayment, or conduct that Wealth Recon reasonably believes presents a risk to other users, to the Service, or to Wealth Recon. You may terminate your account at any time by following the procedure in the Service. Upon termination, your right to use the Service ends. Wealth Recon will retain or delete Your Content consistent with its Privacy Policy and applicable law. Sections that by their nature should survive termination, including Definitions, Privacy of Subjects, Prohibited Uses, Fees accrued before termination, Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, Records and Audit, Binding Arbitration, Statute of Limitations, Governing Law and Venue, and this Survival sentence, survive.
24. Privacy Policy Wealth Recon processing of personal information is described in its Privacy Policy, which is incorporated into these Terms by reference and is available in the Service. By using the Service, you acknowledge the Privacy Policy.
25. Assignment and Third-Party Beneficiaries You may not assign or transfer these Terms or your account without Wealth Recon prior written consent. Wealth Recon may assign these Terms without your consent in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void. These Terms create no third-party beneficiary rights, and Subjects are not third-party beneficiaries of these Terms.
26. Notices Notices to Wealth Recon must be in writing and sent to the notice address and notice email address published in the Service. Notices to Advisor or Firm may be given by email to the account email of record, by posting in the Service, or by mail to any address Advisor or Firm has provided. A notice is effective on the date of email or in-Service posting, or three business days after deposit in the United States mail.
27. Miscellaneous These Terms, together with the Advisor Use Agreement and the Privacy Policy, are the entire agreement between you and Wealth Recon regarding the Service and supersede all prior and contemporaneous agreements and understandings on that subject. If any provision of these Terms is held invalid, illegal, or unenforceable, a court or arbitrator will reform that provision to the minimum extent necessary to make it enforceable and consistent with the parties intent, and the remaining provisions will remain in full force and effect. No failure or delay in exercising any right is a waiver. Headings are for reference only. The relationship of the parties is that of independent contractors and not partners, joint venturers, agents, or employees.
28. Contact Questions about these Terms should be directed to Wealth Recon at the notice address and notice email address published in the Service. End of Terms.