Kapitalwise Terms of Service

Please read these Standard Terms of Use ("Terms") carefully. By using the Service (defined below) or signing up for an account, you agree to these Terms, which will result in a legal agreement between you and Kapitalwise Inc. ("Company," "we," or "us"). If you are agreeing to these Terms and Conditions, not as an individual, but on behalf of your company, a government, or another entity for which you are acting, then Customer shall mean your entity, and you represent and warrant that you have the authority to bind such entity to these Terms and Conditions. These Terms and Conditions, together with all Order Forms entered into between Customer and Kapitalwise (or their respective Affiliates), constitute the "Agreement" between the parties.

Kapitalwise offers a cloud base customer experience automation and marketing platform (the "Platform") that allows you to manage your contacts, to create, send, and manage marketing campaigns, advertisements, SMS, and push notifications (each a "Campaign," and collectively, "Campaigns"), and to create web pages and websites and automate user experience among other things.

The App is part of the platform operated by Kapitalwise and is offered through our websites, including https://www.kapitalwise.com, https://app.kapitalwise.com, operated or controlled by us ("Kapitalwise Site," "App", the "Service"). Kapitalwise has employees, officers, directors, independent contractors, and representatives ("Kapitalwise Team"). A "Contact" is any person you, a Customer, may contact through our Service. In other words, a Contact is anyone on a Customer's distribution list about whom a Customer has given us information or is anyone who has otherwise interacted with a Customer via the Service. For example, if you are a Customer, a subscriber to your email marketing campaigns, or a client to your Website or Landing Page, you would be considered a Contact.

A "Lead" is a type of Contact who is sourced, matched, and delivered to Customer by Company through the AdvisorConnect Widget or Pre-Qualified Leads service described below, as distinct from Contacts that Customer independently uploads or generates through its own Campaigns.

These Terms (the "Agreement"), define the terms and conditions under which you're allowed to use the Service by following the Agreement, describe how we'll treat your account and the data we collect and process about you, your users, and Contacts and customers while you're a Customer. If you don't agree to these Terms, you must immediately discontinue your use of the Service. If you have any questions about our Terms, contact us at support@kapitalwise.com.

To use the Service, you must be at least eighteen (18) years old and able to enter into contracts. Agree to these Terms and the other terms and conditions linked in these Terms that form part of the Agreement and you confirm that you have provided complete and accurate information during the signup. Using the Service, you warrant that you have read the above requirements, and you won't use the service in any way that violates any laws or regulations.

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services; modify, translate, or create derivative works based on the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third, or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

Further, the Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and, according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial computer software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including, without limitation, costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor the Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

The customer shall own all rights, titles, and interests in and to the Contact's Data. Notwithstanding the foregoing, ownership of Contact Data that constitutes a Lead's personal information remains subject to the restrictions in the "Pre-Qualified Leads" and "Data Protection" sections below, including the post-refund non-contact and data-deletion obligations described therein. Company shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or otherwise.

Termination by Client. The Client may terminate this Agreement only after fulfilling all minimum service commitments, durations, or obligations expressly stated in the applicable Order Form. Termination prior to completion of such service terms shall be deemed a material breach unless otherwise agreed in writing by Kapitalwise.

Minimum Notice Period. Unless otherwise specified in the Order Form:

• If the Client's subscription or services are month-to-month, the Client must provide at least forty-five (45) days' notice prior to termination of services.
• If the Order Form specifies a fixed term or other required notice period, that period shall govern and supersede the 45-day default.

Effect of Termination. Upon expiration of the notice period, all outstanding fees owed through the effective termination date shall become due and payable and the Client's access to the Services will cease.

Order Form Governs. Any notice periods or termination terms set forth in the Order Form executed by the parties (including any minimum notice periods) shall control over contrary terms in these Terms of Service.

The Company holds the right to terminate and remove all the data pertaining to your Account, including the Contact data, in case your account is inactive for more than 6 months. In any case, the Company will not reimburse or refund the amount that was already paid to the Company. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it, including your Campaigns. Notwithstanding the foregoing, Company's own suppression records for Refunded Leads (see "Pre-Qualified Leads" below) will be retained independently of Customer's account status to enforce the non-contact restriction described in that section.

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, AND AS FURTHER DESCRIBED IN THE "PRE-QUALIFIED LEADS" SECTION BELOW, COMPANY DOES NOT WARRANT OR GUARANTEE THAT ANY LEAD WILL RESULT IN A SCHEDULED MEETING, SIGNED ENGAGEMENT, CONVERTED CLIENT, COMPLETED TRANSACTION, OR ANY OTHER BUSINESS OUTCOME FOR CUSTOMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Customer will hold Company harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Service is not strictly in accordance with this Agreement. If due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

Lead-Related Indemnity. Customer further agrees to indemnify and hold Company harmless from any claim, loss, or liability arising from Customer's contact with, use of, or communication with any Lead, including any Refunded Lead.

Company and Customer shall comply with their respective obligations under Data Protection Laws in connection with this Agreement. Personal Data is Confidential Information. The Company shall, in respect of any Personal Data Processed pursuant to this Agreement: (a) comply with the requirements of any Data Protection Laws which relate to the jurisdiction(s) from which and for which the relevant obligations of the Company under this Agreement are to be performed; (b) not disclose or provide access to Personal Data without the written authority of Customer (except for the purposes of fulfilling its obligations under this Agreement); (c) ensure that all reasonable steps are taken to ensure the reliability of the Company staff and professional advisers, which will Process Personal Data (in particular, performing appropriate background screening checks, staff training and disciplinary measures in case of non-compliance) and limit such Processing to those staff and professional advisers who have a need to know or access Personal Data for the purposes of performing the Company's obligations under the Agreement; (d) ensure that any Company staff and professional advisers that Process Personal Data are under a written legal duty or obligation not to Process Personal Data except in performing their duties pursuant to this Agreement; (e) segregate (logically or physically) Personal Data held and Processed pursuant to this Agreement from its own data and from any data of its other customers; and (f) not retain Personal Data for any longer than is necessary for the purpose of fulfilling its obligations under this Agreement. The Company shall not, without the Customer's prior written consent or written instructions: (a) transfer Personal Data from one country to another country; and/or (b) remotely access Personal Data from a country other than the country in which the Personal Data is stored at the Company Site. Company shall ensure that, in respect of any masked Personal Data provided by Customer that does not identify an individual, the Company shall not attempt to "re-identify" any such masked data fields, and in the event the Company receives any unmasked Personal Data, it shall, as soon as reasonably practicable, notify the Customer.

Customer Obligations Regarding Lead Personal Information

Customer shall use a Lead's personal and contact information solely to provide the financial products or advisory services the Lead expressed interest in receiving. Customer may not use, sell, rent, license, or disclose a Lead's personal information for any other purpose — including unrelated marketing, list-building, resale, or transfer to third parties — without the Lead's separate, explicit consent.

When contacting or communicating with a Lead, Customer shall comply with all applicable laws and regulations, including, without limitation:

• The Telephone Consumer Protection Act (TCPA) and applicable Do-Not-Call regulations;
• The CAN-SPAM Act and equivalent email marketing laws;
• The Gramm-Leach-Bliley Act (GLBA) and its implementing regulations governing financial privacy;
• Applicable state privacy statutes (e.g., CCPA/CPRA and comparable state laws) governing the collection, use, and disclosure of personal information; and
• Any licensing, suitability, or disclosure requirements applicable to Customer's financial advisory or product offerings.

Customer shall promptly honor any Lead's request to opt out of further contact and shall notify Company of any such request so Company can update its suppression records. Customer shall likewise honor and timely respond to any Lead request to access, correct, or delete their personal information, consistent with applicable law.

Customer shall limit its collection, storage, and internal distribution of Lead personal information to what is reasonably necessary to deliver the requested services, and shall maintain reasonable administrative, technical, and physical safeguards protecting that information against unauthorized access, use, or disclosure. Nothing in this Agreement authorizes Customer to publish, publicly display, or include a Lead's personal or contact information in any external-facing, unencrypted, or non-confidential system.

The Company may change any of the Terms in this Agreement as required. The Company will post the most updated version of the Agreement on the Kapitalwise Site. The Company may not send any notice regarding such changes. As long as the Customer continues using the service, the new Terms will be effective immediately upon posting on the effective date indicated in the new Terms, as applicable, and apply to any continued or new use of the Service.

Your monthly payment for the Service will be calculated based on the number of Contacts and the usage of other additional features. Kapitalwise Paid Plan offers different pricing and feature options and has varying usage limits. You will be paying in advance for each month based on the number of Contacts and the Pricing Tier, which is available on the Kapitalwise Site when you signed up. Any additional usage cost for that month will be billed as part of the next month's bill. You will be billed according to the Paid Plan that you had subscribed to during the signup. Kapitalwise will not adjust your plan, offer discounts or overcharge you even when the Paid Plan pricing offered to other Customers changes in the future.

Kapitalwise offers Free Plans for Customers for a limited time. Details of such Free Plans, including the Services offered under limited Free Plans, are available on the Kapitalwise Site. Services and features offered under limited Free Plans will change from time to time, and the Company will not notify you of such changes. If you decide to sign up for Free Plans, you agree to such changes, and if not, please discontinue using the Service immediately.

Kapitalwise provides free tools that help consumers select the best financial products and advisors. Our match-making programs are designed to help consumers find financial products and advisors that match consumers' interests and requirements. It's important to note that while we provide the tools to connect you with financial advisors, we do not review their ongoing performance, manage funds, or provide investment advice. We connect consumers with relevant advisors best suited to help consumers with their financial goals. Investing always comes with risk, and there are no guarantees that working with an advisor will yield positive returns. Additionally, working with an advisor may come with potential downsides, including payment of fees.

No Guarantee of Outcomes

Company delivers Leads as informational introductions based on the Qualified Lead criteria described below. Company does not warrant, guarantee, or represent that any Lead will result in a scheduled meeting, signed engagement, converted client, completed transaction, or any other business outcome. Lead conversion depends on factors outside Company's control, including Customer's own sales process, timing, follow-up practices, licensing, product fit, and each Lead's independent decision-making. Except for the express Qualified Lead criteria below, Leads are delivered "as is," and Company disclaims all other warranties regarding Lead accuracy, responsiveness, or suitability for Customer's specific practice.

Definition of a Qualified Lead

A "Qualified Lead" is an individual who, at the time of delivery to Customer, has:

• Voluntarily submitted contact and profile information through the Platform or an authorized publisher/partner channel;
• Met the minimum investable-asset threshold, geographic market, and demographic criteria specified in the applicable Order Form or Customer's account preferences;
• Expressed affirmative interest in being contacted by a financial advisor or institution regarding financial planning, investment, or related services; and
• Qualification reflects the Lead's self-reported and platform-verified attributes at the time of intake. It is not a representation regarding the Lead's actual net worth, creditworthiness, intent to transact, availability, or responsiveness following delivery. A Lead who does not respond, changes their mind, or is later found not to meet Customer's internal criteria may still be a validly Qualified Lead if the four criteria above were satisfied at delivery.

Returning Leads That Don't Meet Your Preferences

Please know that any leads that don't meet your set preferences should be returned to the Company by email within 24 hours. A Lead is eligible for return, credit, or refund only if it fails to meet one or more of the Qualified Lead criteria above at the time of delivery (e.g., incorrect asset threshold, geography outside Customer's specified market, duplicate delivery, or invalid/unreachable contact information).

Leads that meet the Qualified Lead criteria but do not convert are not eligible for return on that basis alone. The Company, under any circumstances, will not refund or replace such leads if you have contacted or attempted to contact the lead through email, text message, or by any other means.

Refunded Leads — Post-Refund Non-Contact Restriction

If Company issues a refund or credit for a Lead (a "Refunded Lead"), Customer's license to use that Lead's information terminates immediately upon issuance of the refund. For a period of sixty (60) months following the date of refund, Customer shall not:

• contact, attempt to contact, or solicit the Refunded Lead through any channel (phone, SMS, email, mail, social media, or in person);
• retain the Refunded Lead's contact or personal information in any active marketing list, CRM, or outreach system, except in a segregated suppression record kept solely to enforce this restriction;
• engage, advise, onboard, or enter into a client relationship with the Refunded Lead, whether directly or through a referral, partner, or affiliated entity of Customer; or
• share, sell, or transfer the Refunded Lead's information to any third party.

Within ten (10) business days of a refund being issued, Customer shall permanently delete the Refunded Lead's personal and contact information from all systems under Customer's control, other than the segregated suppression record described above. This restriction applies regardless of how Customer or a Refunded Lead independently later reconnects — a Refunded Lead who separately becomes a customer through unrelated, non-solicited means is not a violation, but Customer may not initiate or solicit that relationship during the restricted period. This provision survives termination of the Agreement. Violation is a material breach and may result in immediate suspension of Customer's account, forfeiture of unused Lead credits, and liability for resulting damages.

The Company does not guarantee a minimum number of pre-qualified leads within any given period. The Customer agrees to prepay a minimum committed amount to the Company at the commencement of the service. Each time a qualified lead is provided to the Customer, the corresponding per-lead cost will be deducted from the prepaid balance. At the end of each payment period, the Company will replenish the Customer's account by covering the difference between the remaining balance and the agreed minimum commitment amount.

The Company shall allocate its marketing expenditures in accordance with the monthly lead acquisition budget mutually agreed upon with the Customer. The Customer may, at its discretion, modify the monthly lead purchasing budget at any time. There shall be no limitation on increasing the budget. In the event the Customer elects to reduce the budget, the revised amount shall not be less than eighty percent (80%) of the immediately preceding month's budget. Under all circumstances, the minimum monthly lead acquisition budget shall not fall below eight hundred dollars ($800.00).

Kapitalwise offers a variety of additional features, including Content, AI Signals, Dedicated IP Addresses for email sending, and consulting services which will be charged as additional fees. These features are not included in the Free Plans.

When you sign up for a Paid Plan, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the first day of each month. Based on the day of your sign-up, you will be charged a prorated monthly charge for the first month. Payments are due on the first day of the month ("Pay Date"). If you exceed your usage limits for your Paid Plan, you'll have to pay Additional Charges (as described above) for the prior billing cycle on or before the next Pay Date.

We do not offer refunds under any circumstances. However, we may, at our sole discretion, offer a discount, or credit. Any credit issued for a Lead is additionally governed by the "Pre-Qualified Leads" section above, including the Refunded Lead non-contact restriction and data-deletion obligations described therein.

The Customer retains the right to all the content submitted by the Customer through the Service. You represent and warrant that you have obtained the rights or own that content and will not violate any laws or third-party IP, privacy, or other terms governing that content. You may offer feedback, suggestions to improve features, comments, or reviews. You grant us the royalty-free rights to use, reproduce or publicly display that feedback. You also understand that you will not be entitled to any compensation for feedback, comments, or suggestions.

By accepting this Agreement, you promise that you will not use the Service to send spam emails or spam text messages. You also agree that you have attained explicit permission from all the Contacts to send and receive electronic communications. You also agree that you have read and understood the CAN-SPAM (https://www.fcc.gov/general/can-spam) rules and regulations and will not violate any such rules by using the Service. You also agree that you will not use the Service to distribute content that would promote any kind of threat of physical harm or hateful content. Kapitalwise may suspend or terminate your account if we determine, in our sole discretion, that you have violated or have created content that might violate these rules in the future.

This section applies equally to Customer's communications with Leads, and violations involving a Refunded Lead will additionally be treated as a breach of the "Pre-Qualified Leads" section above.

Kapitalwise and Customer are independent contractors, and nothing in the Agreement creates an employment, partnership, or agency relationship between the parties or any Affiliate. Each party is solely responsible for the supervision, control, and payment of its personnel.

Neither party may assign, delegate, or otherwise transfer the Agreement or any of its rights, duties or obligations hereunder without the prior written consent of the other party; provided, however, in the event of the sale or transfer of substantially all of its assets, or a sale, merger or change of control, either party may assign any or all rights and obligations contained herein without consent. Both parties shall use commercially reasonable efforts to provide notice to the relevant party upon such assignment. Any assignment in violation of the foregoing will be null and void. The Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.

If any term or provision of the Agreement should be declared invalid by a court of competent jurisdiction or by operation of law, the remaining terms and provisions of the Agreement shall be unimpaired, and the invalid term or provisions shall be replaced by such valid term or provisions as come closest to the intention underlying the invalid term or provision.

Kapitalwise Service is controlled and operated in the United States of America and Canada. Kapitalwise Service may not be available to users outside the United States and Canada. We make no representation that the Services offered are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Service from locations outside the United States and Canada do so on their own initiative and are responsible for compliance with all applicable local laws. You may not use or export the materials in violation of the United States or Canada, or any other jurisdiction's export, re-export, or import laws or regulations.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. You agree that any legal action or proceeding between the parties for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction located in New York County, State of New York. Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises, or such claim or cause of action is barred. No failure by either party to enforce strict performance of any provision of this Agreement shall be deemed a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. The Company may assign its rights and duties under this Agreement to any party at any time without notice to you.

Any notice or other communications required or permitted in the Agreement shall be in English and in writing and shall be deemed to have been duly given to a party (i) upon receipt, if delivered by hand or sent by a nationally recognized overnight delivery service, (ii) one (1) business day after sending by email or another electronic method that provides for confirmation of transmission (except that notices of termination or with respect to a dispute or indemnifiable claim may not be sent in this manner) or (iii) three (3) days after mailing by first-class certified mail, postage prepaid, in each case, to the following address (or such other address as a party may designate in accordance with this Section):

To: Kapitalwise Inc.

43 W 23rd Street

New York, NY, 10010

By providing your mobile phone number on any Kapitalwise form, scheduling page, or within your account dashboard, you expressly consent to receive transactional and appointment-related text messages from Kapitalwise. These messages include, but are not limited to:

• Free-trial welcome and onboarding messages
• Demo and appointment reminders
• No-show follow-ups and rescheduling options
• Platform updates and account-related notifications

Your mobile number will never be shared with or sold to third parties. Message frequency varies (typically 1–5 messages per month depending on your activity). Message and data rates may apply. To stop receiving SMS messages at any time, reply STOP to any message.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.