Wealth Recon

WEALTH RECON ADVISOR USE AGREEMENT Draft for attorney review. Not legal advice. Version 2.0 Draft Effective Date: The date this Agreement is electronically signed. Parties and Recitals This Advisor Use Agreement (the "Agreement") is entered into between Wealth Recon, the legal entity identified in the Service notice address (referred to as "Wealth Recon," "we," "our," or "us"), and the individual identified in the signature block below (referred to as "Advisor," "you," or "your"). Advisor signs this Agreement as part of the Wealth Recon signup process, in addition to accepting the Wealth Recon Terms of Service (the "Terms of Service"). Wealth Recon offers a business-to-business research and information product that supports licensed financial professionals in researching prospective and existing clients. Advisor desires to access the Service for the permitted business purposes set out in this Agreement. The parties enter this Agreement to govern Advisor specific obligations in addition to, and consistent with, the Terms of Service.

Electronic Records Disclosures and Consent (ESIGN and UETA) Before Advisor consents to use electronic signatures and electronic records, Advisor reads the following disclosures, which are provided to satisfy the federal Electronic Signatures in Global and National Commerce Act, fifteen United States Code section seven thousand one and following, and the Illinois Uniform Electronic Transactions Act. • Scope of consent. Advisor consents to the use of electronic signatures and electronic records for this Agreement, the Terms of Service, the Privacy Policy, any related order or plan documents, all notices, disclosures, and consents Wealth Recon provides in connection with the Service, and any future modification, renewal, or restatement of these documents. • Right to receive paper copies. Advisor may request a paper copy of any electronic record at no charge by sending a written request to the notice address published in the Service. A request for a paper copy does not, by itself, withdraw consent to electronic delivery. • Right to withdraw consent. Advisor may withdraw consent to electronic delivery at any time by sending a written notice to the notice email address published in the Service identifying Advisor account and stating that Advisor withdraws consent. Withdrawal of consent applies prospectively only and may prevent Advisor from continuing to use the Service. • Hardware and software requirements. To access, view, and retain electronic records, Advisor needs a computer or mobile device with internet access, a current web browser supported by Wealth Recon, sufficient storage to retain electronic records, an active email account, and the ability to view, save, or print Portable Document Format files. By consenting below, Advisor confirms that Advisor has these capabilities. • Updating contact information. Advisor will keep Advisor account email current and will promptly update Advisor account email in the Service if it changes. Advisor will notify Wealth Recon if Advisor stops being able to receive electronic records at the email of record. • How electronic records are delivered. Wealth Recon will deliver electronic records by email to Advisor account email, by posting in the Service, or by both means. By electronically signing this Agreement, Advisor (a) consents to the use of electronic signatures and electronic records on the terms above, (b) agrees that Advisor electronic signature has the same legal effect as a manually written signature, (c) intends to be bound by this Agreement when Advisor completes the electronic signing flow, and (d) confirms that Advisor has read and understands these disclosures.
Definitions Capitalized terms used in this Agreement have the meanings assigned in the Terms of Service unless otherwise defined below. "Anvil" means the third-party electronic signature platform Wealth Recon currently designates for execution of this Agreement. Wealth Recon may designate a different electronic signature platform from time to time. "Authorized User" means an Advisor or a Firm employee or contractor 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 Advisor and whose account or seat 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. "Terms of Service" means the Wealth Recon Terms of Service in effect at the time Advisor signs this Agreement, as updated from time to time.
Order of Precedence This Agreement supplements the Terms of Service. In the event of a conflict between this Agreement and the Terms of Service that cannot be reconciled, this Agreement controls with respect to its specific subject matter. In all other respects, the Terms of Service control. The Privacy Policy controls with respect to information practices.
Advisor Representations and Warranties Advisor represents and warrants on the date of signing and continuing throughout the term of Advisor account that: • Advisor is at least eighteen years of age and resides in the United States. • Advisor is a licensed or registered financial professional in good standing in each jurisdiction where Advisor conducts business that requires a license or registration, or Advisor is an authorized employee of a Firm that employs such professionals and that has authorized Advisor to access the Service for permitted business purposes. • Advisor is authorized by Firm, if any, to enter into this Agreement on Advisor own behalf and on behalf of Firm, and Advisor authority to bind Firm has not been revoked. • Advisor use of the Service 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, applicable self-regulatory organizations, Firm policies, and any applicable code of ethics. • The information Advisor provides during signup, including legal name, account email, work email, Firm name, and any license or registration identifier, is true, accurate, and complete. • Advisor will promptly notify Wealth Recon if any representation in this section becomes inaccurate, including if Advisor license or registration is revoked, suspended, or subject to disciplinary action that would affect Advisor authorization to conduct business.
Permitted Use Advisor may use the Service and Output solely for lawful, legitimate, internal business purposes related to evaluating, contacting, or serving prospective and existing clients of Advisor financial advisory practice. Advisor may share Output internally with Authorized Users at Firm who have a legitimate business need to know, subject to Firm policies and confidentiality obligations no less protective than those in this Agreement.
Prohibited Use 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 Subject or any other person. • Resell, sublicense, transfer, share for compensation, or otherwise commercially redistribute any Output outside Firm. • Scrape, crawl, mirror, or extract data from the Service through any automated means 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. • 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. • Use the Service or any Output for any purpose covered by the Fair Credit Reporting Act, including determining eligibility for credit, insurance, employment, housing, tenancy, government benefits, or any other consumer purpose covered by that statute. Advisor certifies on each use that Advisor is not requesting or using Output for any such purpose. • Use the Service or any Output in violation of the Gramm-Leach-Bliley Act, 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, the Telephone Consumer Protection Act, the CAN-SPAM Act, state do-not-call rules, securities or insurance regulations, anti-money laundering laws, sanctions laws administered by the Office of Foreign Assets Control, or any other applicable law. • Impersonate any person, share account credentials, attempt to access another user account, or interfere with the security or integrity of the Service.
Acknowledgments Regarding Artificial Intelligence and Sources Advisor acknowledges and agrees that: • The Service relies on artificial intelligence systems that can produce inaccurate, incomplete, outdated, fabricated, biased, or mismatched results. • Public sources used by the Service can be incomplete, outdated, inaccurate, mismatched to the wrong individual, or restricted under privacy or terms of use policies that change over time. • Wealth Recon publishes Dossier claims only when a verifiable source Uniform Resource Locator is attached. The presence of a source link does not guarantee that the cited source supports the statement, that the cited source remains available, or that the cited source is itself accurate. • The Service does not guarantee that any Dossier or Output is complete, current, accurate, or error free. • Advisor is responsible for opening each cited source and independently verifying any fact, citation, or piece of contact information in a Dossier before relying on it for any client or prospect interaction.
No Investment, Legal, Tax, Insurance, Compliance, or Suitability Advice Wealth Recon does not provide investment, legal, tax, insurance, compliance, or suitability advice. Output is informational only. 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 all professional judgments, recommendations, and communications with clients and prospects. Advisor will comply with all applicable suitability, fiduciary, and conduct standards.
Advisor Verification Obligations Advisor will review each Dossier and each Output for accuracy, completeness, and Subject identity before relying on it for any client or prospect interaction. 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.
Privacy and Subject Rights Advisor acknowledges that Subjects have privacy rights under federal and state law. Advisor will use Dossiers and Output only for lawful, legitimate business purposes. Advisor will comply with all applicable privacy laws, including the Gramm-Leach-Bliley Act and applicable state privacy and biometric laws. If a Subject contacts Advisor with a privacy request relating to information in a Dossier, Advisor will respond as required by applicable law and will reasonably cooperate with Wealth Recon if Wealth Recon receives a corresponding request from the Subject. Advisor will not represent to any Subject that Wealth Recon is the source of information used in any consumer-facing decision.
Dossier Cache and Cross-User Invisibility Advisor acknowledges that, for performance and efficiency, Wealth Recon may cache Dossier components and reuse cached content in subsequent Dossiers for the same Subject. Each Dossier request consumes a credit from the requesting Advisor account; the cache controls only which agents run on a given request. The cache operates in three tiers: a Dossier generated within the past twenty-four hours returns the cached copy silently and no agents run; a Dossier generated within the past twenty-four hours to thirty days returns the cached copy and runs a refresh agent in the background; a Dossier more than thirty days old or absent triggers a full agent rebuild. The requesting Advisor sees only the date of the Advisor own request and is not shown a cache-state indicator. Cached content is not attributed to any prior Advisor. Other users of the Service cannot see Advisor Dossiers, queries, saved Subjects, or that Advisor researched any particular Subject. Wealth Recon does not disclose to any other user whether a Subject has previously been researched, including within the same Firm. The cross-Advisor invisibility rule is absolute.
Confidentiality of the Service The Service and its non-public features, designs, prompts, models, weights, pricing, and security information are the confidential information of Wealth Recon. Advisor will not disclose this confidential information to any third party except to Authorized Users at Firm with a legitimate business need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. Advisor will use this confidential information only to use the Service under this Agreement.
Records and Audit Advisor will maintain records of Advisor use of the Service sufficient to demonstrate compliance with this Agreement and the Terms of Service, 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 Use section, and the Privacy section. The audit will occur during normal business hours and will not unreasonably interfere with Advisor operations.
Indemnification by Advisor Advisor 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 or agreed in settlement, arising out of or related to (a) Advisor use of the Service or any Output, (b) any action Advisor took based on Output, (c) Advisor breach of this Agreement or the Terms of Service, (d) Advisor 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 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 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.
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 this Agreement or the Service will not exceed the greater of (a) the fees Advisor 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 obligation to pay fees due under this Agreement or the Terms of Service, (ii) either party indemnification obligations, (iii) either party breach of the Confidentiality of the Service section, (iv) Advisor breach of the Prohibited Use section, (v) either party gross negligence, willful misconduct, or fraud, or (vi) liability that cannot be limited under applicable law.
Fees, Credits, Overages, and Taxes Advisor agrees to pay all fees, subscription charges, credit purchases, overage charges, and applicable taxes other than taxes on Wealth Recon net income. Credits are nontransferable, have no cash value, and expire on the terms stated in Advisor plan. Except where required by applicable law, all fees are nonrefundable. Overage usage may be billed at standard rates. Nonpayment may result in suspension or termination of access.
Suspension and Termination Wealth Recon may suspend or terminate Advisor access to the Service for breach of this Agreement, breach of the Terms of Service, suspected unlawful conduct, nonpayment, or conduct that Wealth Recon reasonably believes presents a risk to other users, to the Service, or to Wealth Recon. Sections that by their nature should survive termination, including Advisor Representations and Warranties, Prohibited Use, Acknowledgments Regarding Artificial Intelligence and Sources, Records and Audit, Indemnification, Limitation of Liability, Confidentiality of the Service, Arbitration, Governing Law, Record Retention, and this sentence, survive.
Binding Arbitration, Class Waiver, and Opt-Out Advisor and Wealth Recon agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Terms of Service, 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 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 section. Advisor 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 Advisor first signs this Agreement. The notice must include Advisor full legal name, account email, and a clear statement that Advisor opts out of arbitration. An opt-out does not affect any other provision of this Agreement. 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.
Governing Law and Venue This Agreement and any dispute arising out of or relating to this Agreement or the Service are governed by the laws of the State of Illinois, without regard to its conflict of laws principles. Subject to the arbitration provision above, the exclusive jurisdiction and venue for any judicial action permitted under this Agreement lie in the state and federal courts located in Cook County, Illinois, and Advisor consents to that jurisdiction and venue.
Record Retention and Evidence of Signing Advisor acknowledges that Wealth Recon will retain a copy of this Agreement, the electronic signature audit trail, and related signing metadata for as long as Advisor maintains an account with Wealth Recon and for a period of at least seven years afterward, consistent with Wealth Recon recordkeeping policies and applicable law, including the recordkeeping rules applicable to broker-dealers under Securities Exchange Act Rule 17a-4 and to investment advisers under Investment Advisers Act Rule 204-2 to the extent any such rule is incorporated into Wealth Recon obligations. The electronic signature record, including the signed Portable Document Format file, the signing timestamp, the internet protocol address and device user-agent string captured at signing, and the document hash, may be offered as evidence of Advisor acceptance of this Agreement. Advisor will not contest the admissibility of that record on authentication or best-evidence grounds, although Advisor retains all other defenses and objections.
Updates and Required Re-Acceptance Wealth Recon may update this Agreement from time to time. Wealth Recon will notify Advisor of material changes at least fifteen days before the effective date and, when reasonably warranted, will require Advisor to electronically re-sign the updated Agreement through the designated electronic signature platform before continuing to use the Service. If Advisor does not re-sign the updated Agreement, Advisor access to the Service may end on the effective date of the change.
Relationship of the Parties This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between Wealth Recon and Advisor. Neither party has the authority to bind the other. Each party is an independent contractor.
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 may be given by email to the account email of record, by posting in the Service, or by mail to any address Advisor 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.
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.
Statute of Limitations Except for claims arising under intellectual property or confidentiality, any claim arising out of or related to this Agreement or the Service must be brought within one year after the cause of action accrues, or it is permanently barred.
Severability, Waiver, Assignment, and Counterparts If any provision of this Agreement 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. Advisor may not assign this Agreement without Wealth Recon prior written consent. Wealth Recon may assign this Agreement without consent in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.
Entire Agreement This Agreement, together with the Terms of Service and the Privacy Policy in effect at the time of signing, is the entire agreement between Advisor and Wealth Recon with respect to its subject matter and supersedes all prior agreements and understandings with respect to that subject matter.
Acknowledgment By signing below through the electronic signature platform Wealth Recon designates, Advisor acknowledges that Advisor has read this Agreement, understands it, has had the opportunity to consult counsel of Advisor own choosing, and agrees to be bound by it. Signature Block (captured by Anvil) The following fields will be captured by the Anvil electronic signature platform at signing.

Advisor Legal Name

Account Email

Work Email

Firm Name

License or Registration Identifier

Electronic Signature

Date Signed

System-Captured Fields (recorded automatically by the signing platform): • IP address at signing • Device user-agent string • Document hash • Anvil envelope identifier • Terms of Service version accepted • Advisor Use Agreement version accepted • Acceptance timestamp End of Agreement.