TERMS OF SERVICE FOR ADVISERS

PLEASE READ CAREFULLY: THIS TERMS OF SERVICE ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN THE ENTITY ON WHOSE BEHALF YOU ARE ACTING ("ADVISER"), AND VOYANT, INCORPORATED, A DELAWARE CORPORATION ("VOYANT"). THESE TERMS OF SERVICE ONLY APPLY IF YOU ARE A FINANCIAL ADVISER. IF YOU ARE AN INDIVIDUAL USER, THE TERMS OF SERVICE FOR USERS APPLY INSTEAD.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS.

BY USING VOYANT ADVISER (THE "SERVICE"), ADVISER AGREES TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") AND REPRESENTS AND WARRANTS THAT IT CAN LEGALLY ENTER INTO THIS AGREEMENT AND SATISFY ALL OF THE REQUIREMENTS CONTAINED HEREIN. IF ADVISER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.

1. Background

Voyant provides web-based financial planning products and services, including the Service. Adviser desires to obtain access to the Service, pursuant to the terms and conditions of this Agreement.

2. Adviser Administrator

Adviser shall designate one (1) contact and one (1) alternate as the responsible party for communication with Voyant during the term of this agreement ("Voyant Administrator"). The Voyant Administrator shall have the authority to bind the Adviser, including without limitation by agreeing to updates to this Agreement and Adviser warrants that its Voyant Administrator has all requisite authority to do so. It is Adviser's obligation to ensure that its Voyant Administrator reads and understands such updates. Adviser shall act hereunder through the Voyant Administrator, except that another duly authorised representative of Adviser may change the Voyant Administrator by giving written notice to Voyant in accordance with the terms hereof.

3. Authorised User Accounts

4. Adviser Assistance

Adviser shall provide Voyant with all information and assistance reasonably required for Voyant to activate and operate the Service and provide it to Adviser pursuant to this Agreement. Adviser grants Voyant all rights or licenses necessary for Voyant to use such information in connection with the provision of the Service. Adviser warrants that it has provided complete and accurate billing and contact information in connection with the establishment of Adviser's account for the Service, and Adviser agrees to notify Voyant of any changes to such information. When establishing an account for an Authorised User, Adviser shall provide complete and accurate registration information for each Authorised User.

5. Privacy & Security; Service Availability

6. Licence Grant

Subject to the terms and conditions of this Agreement including without limitation the restrictions set forth below, Voyant hereby grants Adviser a non-exclusive, non-transferable right to use the Service, solely for Adviser's own internal business purposes (including for the purpose of providing financial advice to individual clients of Adviser). All rights not expressly granted to Adviser are reserved by Voyant and its licensors.

7. Conduct and Restrictions

8. Adviser Responsibilities

9. Charges and Payment of Fees

10. Non-payment and Suspension

11. Intellectual Property Ownership

12. Content, Account Information and Data

13. Third-Party Interactions

14. Termination

15. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Adviser represents and warrants that Adviser has not falsely identified itself nor provided any false information to gain access to the Service.

16. Indemnification

Adviser shall indemnify and hold Voyant, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) ("Damages") arising out of or in connection with: (i) a claim alleging that use of the Adviser Content infringes the rights of, or has caused harm to, a third party; and/or (ii) a claim by a third party arising from the breach by Adviser, Voyant Administrator or an Authorised User of this Agreement.

17. Confidentiality

Adviser acknowledges that the Service and any other proprietary or confidential information (such as pricing) provided to Adviser or any Authorised User by Voyant (" Voyant Confidential Information") constitutes valuable proprietary information and trade secrets of Voyant. Adviser agrees to preserve the confidential nature of the Voyant Confidential Information by retaining and using it in trust and confidence, solely for Adviser's internal use and subject to the terms hereof, and by using the same degree of protection that Adviser uses to protect Adviser's own confidential information, but in no event less than reasonable care. Voyant shall have the right to seek an injunction (without having to post any bond or undertaking in damages or prove actual damages) to prevent any breach or continued breach of this section. Adviser agrees to promptly report any breaches of this section to Voyant.

18. Warranties

19. Internet Delays and Force Majeure

20. Limitation of Liability

21. Local Laws and Export Control

22. Notice

Voyant may give notice by means of a general notice on the Service via electronic mail to Adviser's e-mail address on record in Voyant's account information, or by written communication sent by first class mail or pre-paid post to Adviser's address on record in Voyant's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Adviser may give notice to Voyant (such notice shall be deemed given when received by Voyant) at any time by any of the following:letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Voyant at the following addresses: Voyant, Inc. 7300 Ranch Road 2222, Building, addressed to the attention of: Chief Financial Officer.

23. Modification to Terms

Voyant reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement and/or the applicable policy on the Service. Adviser is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Adviser's consent to such changes and agreement to be bound, provided however that if Voyant imposes a fee for continued use of the Service, Adviser will be required to enter into a Click-to-Accept modification hereto and supply payment information in order to be bound by such modification and continue access to the Service.

24. Assignment

This Agreement may not be assigned by Adviser without the prior written approval of Voyant but may be assigned without Adviser's consent by Voyant. Any purported assignment in violation of this section shall be void.

25. General

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@planwithvoyant.co.uk or a notice to the address set forth in the notice provisions hereof.