Terms & Conditions - Sherpas Wealth

Platform Subscription Agreement – Terms & Conditions

This Platform Subscription Agreement (this “Agreement”) governs your and your Authorized Users’ (as defined below) use of the Platform (as defined below), which is made available to you (“Subscriber,” “you,” or “your”) by Sherpas Wealth Technology Inc. (“Sherpas,” “we,” “our,” or “us”) via the Website (as defined below). If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” refers to such entity. We and you are each referred to herein as a “Party,” and together are referred to herein as the “Parties.”

The Parties hereby agree as follows:

1. DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

1.1 “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2 “Applicable Law” means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.

1.3 “Authorized User” means any of your current employees, contractors, or agents whom you authorize to access and use the Platform pursuant to the terms and conditions of this Agreement; provided, however, that any contractors’ or agents’ access to and use of the Platform will be limited to their provision of services to you. The number of Authorized Users permitted to access and use the Platform is set forth in the applicable Order Form. You are responsible for the acts and omissions of, including any violations of this Agreement by, your Authorized Users and any other person who accesses and uses the Platform using any of your or your Authorized Users’ access credentials.

1.4 “Beta Features” means features, functionalities, and/or modules of the Platform which are not generally available to our Subscribers for production use.

1.5 “Confidential Information” means: (i) with respect to Sherpas, the Platform, the Website, and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, Subscribers, properties, pricing, or data; (ii) with respect to you, your Data and any other non-public information or material regarding your legal or business affairs, financing, Subscribers, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.

1.6 “Data” means any data that you or your Authorized Users submit to the Platform or Website, including, without limitation, the personal information (such as name, email address, and other identifying information) of Authorized Users.

1.7 “Data Products” means the data sets, reports, aggregations, analyses, and related products that Sherpas may make available to Subscriber, via the Platform or via email distribution, as part of the Services.

1.8 “Destructive Elements” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Platform or the Website, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Platform or the Website to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Platform or the Website.

1.9 “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Platform or the Website, as provided or made available by Sherpas to you whether in a written or electronic form.

1.10 “End User” means an individual Subscriber permits or invites to use the Platform, other than Authorized Users pursuant to the terms and conditions of this Agreement. The number of End Users permitted to access and use the Platform is set forth in the applicable Order Form. You are responsible for the acts and omissions of, including any violations of this Agreement by, your End Users and any other person who accesses and uses the Platform using any of your or your End User’s access credentials. You agree and acknowledge that each End User will be required to accept Sherpas’ then-current Terms of Use for the Website (and any updates made by Company thereto) either via a click-through agreement on the Website or by other means (the “End User Terms”), which among other things may provide, that such End User shall have no recourse against Sherpas with respect to its access and use of the Platform.

1.11 “Fees” means the fees for your subscription to the Platform and our Services, as set forth in the applicable Order Form.

1.12 “Order Form” means an order form for the Services executed by the Parties that sets forth, among other things, the Subscription Term, the number of permitted Authorized Users, the Fees and payment method thereof, and any special terms applicable to Subscriber’s subscription. By agreeing to any Order Form, you acknowledge that you have reviewed and accept this Agreement.

1.13 “Platform” means our proprietary data extraction, collection, analysis, aggregation, asset allocation technology and financial plan tech tools, as well as content creation and end-user nurturing tools.

1.14 “Prohibited Content” means content that: (i) is illegal under applicable law; (ii) violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iii) contains indecent or obscene material; (iv) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (v) promotes unlawful or illegal goods, services, or activities; (vi) contains false, misleading, or deceptive statements, depictions, or sales practices; (vii) contains Destructive Elements; or (viii) is otherwise objectionable to us in our sole, but reasonable, discretion.

1.15 “Subscription Term” means the term of your subscription to the Platform, as set forth in the applicable Order Form.

1.16 “Website” means any website through which we provide access to the Platform.

2. PROVISION OF SERVICES.

2.1 Services. During the Subscription Term, subject to the terms and conditions of this Agreement and the applicable Order Form, we will provide you access to, and usage of, the Platform through the Website, and the Data Products via the Website or distributed by email, for your internal business purposes only (the “Services”).

2.2 Modifications. We reserve the right to modify the Platform and our Website from time to time by adding, deleting, or modifying features to improve the user experience. We further reserve the right to discontinue any feature of the Platform or Website, or any Data Product or portion thereof, at any time during the Term at our sole and reasonable discretion. Any such modification or discontinuance during any Subscription Term will not materially decrease the overall functionality of the Platform or the Website.

2.3 Service Levels. During the Subscription Term, Sherpas, or our contractors, shall host the Platform on the Website, such that the Platform is available for use by Subscriber. Sherpas and/or our contractors shall monitor the Website and the Platform to optimize performance of the Platform, and shall use commercially reasonable efforts to minimize any downtime, other than for scheduled maintenance or downtime caused by reasons beyond our reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers. We will notify Subscriber of any unavailability or other issue with the Platform or Website of which we have knowledge. If you are part of a beta program or testing beta features, the Platform might experience more frequent downtime to allow for necessary fixes and iterations. These service levels are expected to improve significantly once the Platform/features are no longer in the pilot/beta phase.

2.4 Support. We accept support questions twenty-four (24) hours per day, seven (7) days per week via the Website or email. Responses to support questions submitted through the Website are provided during our normal business hours only. We attempt to respond to support questions within one (1) business day, although we do not promise or guarantee any specific response time.

2.5 Access for Troubleshooting and Tracking. During the Subscription Term, you acknowledge and agree that the Sherpas team may access your user profile and related data for the purposes of troubleshooting, tracking, and improving the Platform. This access is intended to facilitate quick resolutions to any issues encountered and to enhance the overall user experience. Such access will be conducted in accordance with our data security and privacy policies to ensure the protection of your information.

2.6 Beta Features. We will have no liability for any harm or damage arising out of or in connection with any use of a Beta Feature. If you are part of a Beta Program, all features provided through the Platform are considered Beta Features. As such, all disclaimers and limitations of liability related to Beta Features apply to all features of the Platform during the pilot period.

3. FEES AND PAYMENT.

3.1 Fees and Taxes. All Fees are due and payable as set forth in the applicable Order Form. Fees and other charges set forth in the Order Form are in addition to and do not include any federal, provincial, or local sales, PST, GST, HST, VAT, foreign withholding, use, property, excise, service, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which will be for your account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to us prior to the execution of this Agreement. If we are required to collect and remit Taxes on your behalf, we will invoice you for such Taxes, and you will pay us for such amounts in accordance with the payment terms set forth in the Order Form. Subscriber hereby agrees to indemnify, defend, and hold Sherpas, our Affiliates, our suppliers and hosting providers, and our and their respective Representatives (as defined below) harmless from and against any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by any such parties in connection with any Taxes and related costs, interest, and penalties paid or payable by Sherpas on Subscriber’s behalf. For the avoidance of doubt, we will only be responsible for taxes related to our income, property, franchise, or employees.

3.2 Payments. We will invoice you for the Fees and any applicable Taxes as set forth in the Order Form. Unless otherwise provided in the Order Form, all amounts are due and payable to us within thirty (30) days from the date of the invoice. If at any time the Services are suspended for non-payment, we may charge a reactivation fee to reinstate them.

3.3 Late Payments. In the event that any invoiced amount is not received by us by the due date as set forth in Section 3.2 above or in the applicable Order Form, then without limiting our rights and remedies, we may: (i) charge interest on the outstanding balance (not to exceed the maximum rate permitted by law); (ii) condition future Services renewals on payment terms shorter than those specified in Section 3.2; (iii) suspend the Services pursuant to Section 4.3; and/or (iv) terminate this Agreement in accordance with and pursuant to Section 4.2.

3.4 Non-Refundable. Unless otherwise expressly provided for in this Agreement or the Order Form, (i) all Fees are based on Services purchased and not on actual use; and (ii) all Fees paid under this Agreement are non-refundable.

3.5 No Contingency for Future Commitments. You agree that payment of the Fees under this Agreement is not contingent on the delivery of any future Platform functionalities, or features, or any other future commitments, except as set forth in Section 2.1 of this Agreement.

4. TERMINATION AND SUSPENSION.

4.1 Term. The term of this Agreement (the “Term”) commences on the latest of the dates contained in the signature block of this Agreement (“Effective Date”) and will continue in effect thereafter until terminated in accordance with Section 4.2 below. Each Subscription Term will be set forth in the applicable Order Form.

4.2 Termination. Either Party may terminate this Agreement on written notice to the other Party at any time when there are no Order Forms then in effect. In addition, either Party may terminate this Agreement and/or any Order Forms: (i) upon thirty (30) days’ notice to the other Party if the other Party breaches a material term of this Agreement, and the breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors. We may also terminate this Agreement upon written notice to you under the limited circumstances set forth in Section 11.2 below.

4.3 Suspension for Non-Payment. We may suspend the Services upon written notice to you if any undisputed invoiced amount due to us is past due. We will not suspend the Services while you are disputing any invoiced amount due to us reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Services are suspended for non-payment, we may charge a re-activation fee to reinstate the Services. You will promptly reimburse us for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees we incur, to the extent necessitated by your refusal to pay any invoiced amounts that you are not disputing in good faith.

4.4 Effect of Termination. Upon termination of this Agreement or any Order Form as set forth in Section 4.2: (i) we will stop providing the Services, and you will stop all access to and use of the Website and Platform; (ii) you will promptly pay all unpaid Fees and applicable Taxes due through the effective date of termination; (iii) upon written request, each Party will either return to the Disclosing Party (or, at such Disclosing Party’s instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party’s Confidential Information that are in the Receiving Party’s possession or control, provided that we may retain an archival copy of your Confidential Information to the extent we deem, at our sole discretion, such retention is necessary to comply with Applicable Law.

4.5 Survival. The following provisions will survive termination of this Agreement: Section 1 (“Definitions”), Section 3 (“Fees and Payment”) until you have paid all Fees and applicable Taxes, Section 4.4 (“Effect of Termination”), this Section 4.5 (“Survival”), Section 5 (“Confidentiality; Feedback”), Section 6.3 (“Anonymous Data”), Section 6.4 (“Aggregated Data”), Section 7 (“Intellectual Property”), Section 9.2 (“Your Additional Representations and Warranties”), Section 9.3 (“Our Disclaimer”), Section 10 (“Limitation of Liability”), Section 11 (“Indemnification”), and Section 12 (“General Provisions”).

5. CONFIDENTIALITY & FEEDBACK.

5.1 Confidentiality. At all times the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement and applicable Order Forms. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors or agents (its “Representatives”), provided that the Receiving Party reasonably believes that its Representatives have a need to know, and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section in writing, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

5.2 Specific Performance and Injunctive Relief. The Receiving Party acknowledges that in the event of a breach of Section 5.1 by the Receiving Party or its Representatives, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party or its Representatives engage in, or threaten to engage in any act which violates Section 5.1, the Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of Section 5.1. The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.

5.3 Feedback. During the Subscription Term, you may elect to provide us with feedback, comments, and suggestions with respect to the Platform, the Website, or the Services (“Feedback”). You agree that Sherpas will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to you.

6. YOUR DATA.

6.1 Your Data. Subject to the terms and conditions of this Agreement, you hereby grant us during the applicable Subscription Term a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to us (such as hosting providers), to reproduce, execute, use, store, archive, modify, perform, display, and distribute your Data. We and our vendors will use your Data only to provide the Services and only as permitted by this Agreement. After the applicable Subscription Term, we may retain an archival copy of your Data kept in the normal course of business or for purposes of complying with Applicable Law. You will have sole responsibility for the accuracy, quality, and legality of your Data.

6.2 Data Security. We (and any third-party hosting provider that we may engage) will employ commercially reasonable physical, administrative, and technical safeguards to secure your Data on the Platform from unauthorized use or disclosure.

6.3 Anonymous Data. During and after the Subscription Term, we may create data records from your Data and data provided to us by or about our other subscribers, by subjecting it to anonymization through the removal of all personal information (including, but not limited to, names, addresses, phone numbers, email addresses, and financial information) (the “Anonymous Data”). The Anonymous Data does not identify Subscriber or any Authorized User. Both during and after the Subscription Term, Sherpas may reproduce, execute, use, store, archive, modify, enhance, aggregate, combine with other data, perform, display, distribute, sell, rent, vend, license, or otherwise exploit such Anonymous Data for any purpose, including, without limitation, to create Data Products, to enhance our other data and sell such enhanced data, or to improve our Website, Platform, and Services.

6.4 Aggregated Data. We monitor the performance and use of the Website and the Platform by our Subscribers and collect data in connection therewith (the “Usage Data”). During and after the Subscription Term, we may combine this Usage Data with other data (including your Data), and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the “Aggregate Data”). Subscriber hereby agrees that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.

6.5 AI usage. You agree that Sherpas may use the data collected during your use of the Platform to help improve Sherpas’ artificial intelligence (AI) models. This includes activities such as storing, processing, and analyzing the data. All Data used for these purposes will be anonymized to protect end-user privacy and to ensure it does not identify any individual or entity.

7. INTELLECTUAL PROPERTY.

7.1 Ownership of Platform and Data Products. All right, title, and interest in and to the Platform, the Website, the Usage Data, the Anonymous Data, and the Data Products, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, will be and remain the sole and exclusive property of Sherpas and our suppliers. Subject to Section 6 and this Section 7, as between the Parties, all right, title, and interest in and to your Data, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, will be and remain your sole and exclusive property.

8. USE AND LIMITATIONS OF USE; COOPERATION.

8.1 Restrictions on Use. You will not (and will not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to access and use the Platform, the Website, or the Data Products; (ii) allow an Authorized User to share with any third party his or her access credentials described in Section 8.4; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform or the Website; (iv) modify, adapt, or translate the Platform, the Website, or the Data Products; (v) make any copies of the Platform or the Website; (vi) resell, distribute, or sublicense the Platform, the Website, or the Data Products, or use any of the foregoing for the benefit of anyone other than you or the Authorized Users; (vii) remove or modify any proprietary markings or restrictive legends placed on the Platform, the Website, or the Data Products; (viii) use the Platform, the Website, or the Data Products in violation of any applicable law or regulation, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (ix) introduce, post, or upload to the Platform or the Website any Prohibited Content, or (x) if you are part of a Beta program or testing beta features, show, share, or reveal any platform beta functionality outside of the approved users designated by Sherpas without prior written consent from Sherpas.

8.2 Individual User Accounts. Each Authorized User must have their own individual account for accessing and using the Platform. Creating and using generic or shared accounts across multiple users is prohibited. The AI functionality of the Platform learns from individual usage patterns, and having different users log in through the same account undermines the effectiveness and value of the Platform. Each account/seat must be unequivocally associated with only one user. If there is a need for a firm-wide account or similar arrangement, this must be discussed and coordinated with Sherpas in advance.

8.3 Data Products. Subject to your compliance with the terms and conditions of this Agreement and the applicable Order Form, Sherpas hereby grants to Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to use any Data Products for your internal business purposes only. Your use of the Data Products shall be subject to the restrictions set forth in Section 8.1 above; provided, however, that you may reproduce, use, and disseminate Insubstantial Portions (as defined below) of the Data Products consisting of brief quotations, excerpts, tables, charts, or other portions thereof, with footnoted attribution to Sherpas in each instance, in presentations, reports, or other materials distributed either internally by Subscriber to your Representatives, on a need-to-know basis, for your internal business purposes, or to your Subscribers (“Subscribers”) in the regular course of your business, provided that you do not monetize the Data Products, and, further provided, that you expressly require Subscribers to be bound by use restrictions and confidentiality obligations with respect to the Data Products at least as restrictive as those set forth in this Agreement. Subscriber shall be responsible for all access to and use of the Data Products by Subscribers and for any violation of this Agreement by your Subscribers’ access to and use of the Data Products. “Insubstantial Portions” means brief, limited extracts from the Data Products, which (a) have de minimis or no independent commercial value; and (b) could not reasonably be used as a substitute for any Data Product (or substantial portion thereof). Further, Subscriber may reproduce, use, and disseminate Derived Data (as defined below) to create investment research and notes, analyses, presentations, discussions, reports, strategies, forecasts, and models, and distribute the same to Subscribers. “Derived Data” means Data Products, or portions thereof, that have been modified by Subscriber to such a degree that it cannot be recognized as deriving from the Data Product, reversed engineered, or otherwise traced back to Sherpas or the Data Product, other than by the creator.

8.4 Compliance. We have the right to monitor your compliance with this Agreement. If any such monitoring reveals that you are not using the Website, the Platform, or the Data Products in compliance with this Agreement, then you will remedy any such non-compliance within five (5) business days of receiving notice from us, including, if applicable, through the payment of additional Fees.

8.5 Onboarding of Authorized Users and End Users. Authorized Users and End Users must log into the Website. During the initial registration, an Authorized User or End User will be prompted to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and certain additional information, including a valid email address, that will assist in authenticating his or her identity when he or she logs-in in the future (“Unique Identifiers”). When creating an account, an Authorized User or End User must provide true, accurate, current, and complete information. You are solely responsible for the confidentiality and use of Authorized Users’ and End User’s Sign-In Names, Passwords, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website or the Platform. Further, you are solely responsible for ensuring that Authorized Users and End Users use their own Sign-In Name and Password only and do not share their Passwords. You will promptly inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. We reserve the right to delete or change Authorized Users’ or End Users’ Passwords, Sign-In Names, or Unique Identifiers at any time and for any reason. We will not be liable for any unauthorized use of an Authorized User or End User’s account.

8.6 Cooperation. You acknowledge that our ability to implement and provide the Services is dependent on your providing us your Data, and complete, accurate, up-to-date, and timely information, and other materials. You agree to reasonably cooperate with us, to provide such Data, information, and other materials to us, and to cause your employees, contractors, and agents to do the same.

9. REPRESENTATIONS AND WARRANTIES; OUR DISCLAIMER.

9.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and Order Forms; (ii) the execution, delivery, and performance of this Agreement and Order Forms, and the consummation of the transactions contemplated hereby, are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; and (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder.

9.2 Your Additional Representations and Warranties. In addition to the representations and warranties set forth in Section 9.1, you represent and warrant us that:

(a) Your Data contains no Prohibited Content and that you have the right to provide us with the Data in accordance with this Agreement, and to grant all licenses to the Data as set forth herein;

(b) You will if required, be registered as an investment advisor in any state in which it provides services hereunder, or it is or will be exempt from requirements to register in any state which it provides services and is not registered;

(c) In deciding to employ the Platform or our Services for any End User, you will determine that the Service is appropriate for the given End User, taking into account all factors that you believe are relevant, including your relationship to the End User, the End User’s interest in receiving investment recommendations through the Platform, the End User’s anticipated need for investment advice, the costs and potential benefits of the Service as compared to other, comparable programs and services, and the End User’s level of investment experience. The total and ultimate responsibility for advising the client lies with the Subscriber. Sherpas has no responsibility and does not provide any advice to the Subscriber or the final client. Sherpas only provides the technology for the Subscriber to perform their advisory work.

(d) You agree and acknowledge that Sherpas’ analysis and recommendations are highly reliant on the accuracy of End User Information and, accordingly, you agree to maintain the accuracy and completeness of End User Information and monitor and update End User Information on the Website in the event of changes (e.g., life-change events, or a change to client’s retirement horizon, etc.);

(e) You further agree and acknowledge that inaccurate or incomplete End User Information may materially impact the quality and relevance of the Services;

(f) You agree to timely review recommendations that Sherpas provides to you related to recommendations made by Sherpas related to End Users, that recommendations may be time sensitive, especially during times of significant market volatility and when there are time limits on the availability of a particular investment product, and that Sherpas’ recommendations may be subject to different interpretations as market conditions and other factors change.

(g) Unless explicitly agreed in an Order Form, you retain exclusive responsibility for the execution, orders or recommendations of all actions recommended through the Platform.

9.3 Our Disclaimer. Subscriber acknowledges that when the Platform, the Website, the Data Products, and/or the data and information provided by Sherpas hereunder include estimates or predictions of future events or behaviors, Sherpas makes no guarantees as to the occurrence of such future events or behaviors. Except as expressly set forth in Section 9.1, the Services, the Platform, the Website, the Data Products, any Beta Features, their components, any documentation, and any other materials provided hereunder are provided “as is” and “as available,” and neither Sherpas nor our suppliers makes any representations or warranties with respect to the same or otherwise in connection with this Agreement or any Order Form, and hereby disclaims any and all express, implied, or statutory warranties, including, without limitation, any warranties of non-infringement, merchantability, fitness for a particular purpose, availability, error-free or uninterrupted operation, and any warranties arising from a course of dealing, course of performance, or usage of trade. To the extent that Sherpas (and our suppliers) may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

10. LIMITATION OF LIABILITY.

10.1 Guidance nature of outputs. The diagnostics, proposals, and any other outputs generated by the Platform are intended to be directional drafts and insights of potential paths forward. These outputs do not constitute financial advice and should not be relied upon as such. It is the responsibility of the advisor/user to review, edit, and validate the outputs for every client or prospect. Sherpas does not assume any liability for the accuracy, completeness, or appropriateness of the outputs generated by the Platform.

10.2 Advisor Responsibility. All responsibility for the review, editing, validation, and implementation of the outputs generated by the Platform lies solely with the advisor and their practice. The advisor/user acknowledges that they must exercise their own professional judgment in evaluating and acting on the outputs provided by the Platform. Sherpas will not be liable for any actions taken based on the outputs generated by the Platform, nor for any damages resulting from reliance on such outputs.

10.3 No Liability for Advice. Sherpas will not be liable for any text, recommendation, or content within the Platform as financial advice. The advisor/user acknowledges that Sherpas does not provide financial, investment, legal, tax, or any other professional advice. All outputs are intended for informational purposes only and are to be used at the advisor's/user's discretion.

10.4 Technology Platform Provision. Sherpas provides the Platform solely as a technology tool to assist advisors in their practice. The Platform is designed to facilitate the generation of diagnostics, proposals, and other outputs, but the ultimate advice, decision-making, and implementation are the sole responsibility of the advisor. Sherpas does not endorse, recommend, or provide advice regarding any specific investments, securities, or other financial products. All advisory duties and responsibilities are solely those of the advisor and their practice.

10.5 Limitation of Liability. Except in connection with Subscriber’s failure to pay any amounts due and owing hereunder, a Party’s gross negligence or willful misconduct, a Party’s breach of its confidentiality obligations hereunder, or a Party’s indemnification obligations hereunder: (i) in no event will either Party be liable to the other Party or any third party for any incidental, indirect, consequential, special, exemplary, or punitive damages of any kind (including, but not limited to, lost revenues or profits) arising from or relating to this Agreement or any Order Form, regardless of whether such Party was advised, had other reason to know, or in fact knew of the possibility thereof; and (ii) each Party’s aggregate liability for direct damages under this Agreement or any Order Form will not exceed the fees paid by Subscriber hereunder during the period twelve (12) months prior to the event giving rise to the claim. No action, regardless of form, arising from or pertaining to this Agreement or any Order Form may be brought by Subscriber more than one (1) year after such action has accrued.

11. INDEMNIFICATION.

11.1 Indemnification by Subscriber. Subscriber will indemnify, defend, and hold Sherpas, our Affiliates, our suppliers and hosting providers, and our and their respective Representatives harmless from and against any and all Losses incurred by any of such parties in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from (I) Subscriber’s or any of your Authorized Users’ or Subscribers’ breach or violation of this Agreement or any Order Form, gross negligence, or willful misconduct; (ii) Subscriber’s, your Representatives’, or your Subscribers’ use of or reliance on the Data Products, Derived Data, or any portion thereof; or (iii) Sherpas’ use of the Data and any Anonymous Data in accordance with this Agreement.

11.2 Indemnification by Sherpas. Sherpas will indemnify, defend, and hold Subscriber and your Representatives harmless from and against any and Losses incurred by any such parties in connection with any third-party Claim (i) arising from Sherpas’ gross negligence or willful misconduct, or (ii) alleging that Subscriber’s access to and use of the Platform or the Website in accordance with this Agreement infringes or misappropriates any third-party copyrights or trade secrets. In the event that we reasonably determine that the Platform or the Website is likely to be the subject of a third-party Claim, we will have the right (but not the obligation), at our own expense, to: (i) procure for Subscriber the right to continue to use the Platform or the Website as provided in this Agreement and any applicable Order Form; (ii) replace the infringing components of the Platform or the Website with other components with equivalent functionality; or (iii) suitably modify the Platform or the Website so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate this Agreement without further liability to Subscriber. Notwithstanding the foregoing, we are not obligated to indemnify, defend, or hold Subscriber or your Representatives harmless with respect to any third-party Claim to the extent the third-party Claim arises from or is based upon (i) Subscriber’s or your Authorized Users’ use of the Platform, the Website, or the Data Products not in accordance with the Documentation, this Agreement, or an Order Form; (ii) any unauthorized modifications, alterations, or implementations of the Platform, the Website, or the Data Products made by or on behalf of Subscriber (other than by Sherpas); (iii) use of the Platform, the Website, and/or the Data Products in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by us; or (iv) use of the Platform, the Website, or the Data Products in a manner or for a purpose for which they were not designed. This Section 11.2 states your sole and exclusive remedy, and our sole and exclusive liability, regarding any third-party Claim.

11.3 Procedure. The indemnification obligations set forth in Section 11.1 and Section 11.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim; (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party’s approval.

12. GENERAL PROVISIONS.

12.1 Notices. All notices required under this Agreement or any Order Form (other than routine operational communications) must be in writing and will be delivered either personally or by e-mail, national overnight courier or the U.S. Postal Service to each Party’s notices contact and address, as provided here:

Sherpas Wealth Technology Inc.
936 SW 1st Ave, #415
Miami, FL 33130
Attn: Borja Edo
Email: borja.edo@sherpaswealth.com

Notices will be effective upon: (i) actual delivery to the other Party, if delivered in person or by e-mail, or national overnight courier; or (ii) five (5) business days after being mailed via the U.S. Postal Service, postage prepaid.

12.2 Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that Sherpas may obtain consent to assignment using a negative consent process, pursuant to which Sherpas will provide Subscriber written notice of an assignment and, if Subscriber does not notify Sherpas of an objection to the assignment within 30 days of Sherpas’ notice, Subscriber shall be deemed to have consented to the assignment. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement and any Order Form will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns. The term “assignment” for the purpose of this Agreement shall have the definition given under the Investment Advisers Act of 1940 and regulations and releases issued pursuant thereto (the “Advisers Act”). No assignment will be deemed to result from changes in the ownership or executive employees of Sherpas except as provided in the Advisers Act.

12.3 Waiver. Subject to the last sentence in Section 10, no failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.

12.4 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard for choice of law provisions thereof.

12.5 Exclusive Forum. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New York, Borough of Manhattan for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement or any Order Form, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement or any Order Form.

12.6 Arbitration. This Agreement contains an arbitration provision. By entering into this Agreement, the parties agree as follows:

All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
Arbitration awards are generally final and binding.
A party's ability to have a court reverse or modify an arbitration award is very limited.
The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings.
The arbitrators do not have to explain the reason(s) for their award except in very limited circumstances.
The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
The rules of some arbitration forums may impose time limits for bringing a claim in arbitration.
The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.

This arbitration provision should be read in conjunction with the disclosures in this agreement. Any and all controversies, disputes, or claims between Sherpas and the Subscriber or their representatives, employees, directors, officers, or control persons, arising out of, in connection with, from, or with respect to (a) any provisions of or the validity of this Agreement or other agreements relating to your use of the Platform, (b) the relationship of the parties hereto, or (c) any controversy arising out of Sherpas' business or the Subscriber's use of the Platform (collectively, "Claims"), shall be conducted solely by arbitration pursuant to the rules then in effect of the American Arbitration Association.

Arbitration must be commenced by service of a written demand for arbitration or a written notice of intention to arbitrate upon the other party. The decision and award of the arbitrator(s) shall be conclusive and binding upon all parties, and any judgment upon any award rendered may be entered in a court having jurisdiction thereof, and neither party shall oppose such entry. Any such arbitration shall be held in the city and state where Sherpas' principal office is located at the time such arbitration is commenced.

The parties agree that there shall be no right or authority for any claims to be arbitrated on a class action basis, and the Subscriber expressly waives any right to bring a class action lawsuit or arbitration against Sherpas or its representatives, employees, directors, officers, or control persons with respect to any claims.

Notwithstanding the foregoing or anything to the contrary in this Agreement, in no way shall this Agreement constitute a waiver or limitation of rights that the Subscriber may have under federal or state securities laws to pursue a remedy by other means if and to the extent such laws guaranty such right to the Subscriber and do not permit the waiver thereof.

12.7 Severability. If any provision of this Agreement or any Order Form is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement or the Order Form will remain in full force and effect. Any provision of this Agreement or any Order Form, which is unenforceable in any jurisdiction, will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

12.8 Force Majeure. Except for your obligations to pay any Fees and Taxes hereunder, neither Party will be deemed to be in breach of this Agreement or any Order Form for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers.

12.9 Independent Contractors. As between themselves, the Parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other Party for any purpose, and neither Party will have any right, power, or authority to obligate the other Party.

12.10 Third-Party Beneficiaries. The Parties agree that there are no third-party beneficiaries under this Agreement or any Order Form.

12.11 Publicity. During the Subscription Term, we may refer to you as a Subscriber and user of the Platform and the Website. In connection therewith, we may use your name and corporate logos. Any goodwill arising from the use of such name and logos will inure solely to your benefit. All other publicity regarding this Agreement and any Order Form must be mutually coordinated and approved by the Parties.

12.12 Export. You will not export or re-export, either directly or indirectly, the Platform, the Website, the Data Products, or any copies thereof in such manner as to violate the export laws and regulations of the United States or any other applicable jurisdiction in effect from time to time (including, without limitation, when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval). Without limiting the foregoing, you will not permit Authorized Users or any third parties to access or use the Platform, the Website, the Services, or the Data Products in violation of any United States export embargo, prohibition, or restriction.

12.13 Modifications to this Agreement. Sherpas may modify the terms of this Agreement and all executed Order Forms at any time upon thirty (30) days’ advance written notice to you. Otherwise, modifications to this Agreement and any executed Order Form may be agreed by the Parties in writing.

12.14 Complete Understanding. This Agreement, and all executed Order Forms, constitute the final and complete agreement between the Parties regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. To the extent of any conflict or inconsistency between this Agreement and any term contained in an Order Form, the terms of this Agreement will govern, unless such Order Form includes the section numbers of this Agreement that the Parties expressly agree no longer govern or are modified for the matters covered thereby. No term included in any confirmation, acceptance, purchase order, or any other similar document from Subscriber will change this Agreement or any Order Form or have any force or effect.