Terms of Service

1. Use of Platform; Order Form

1.1 Order Form

The specific details regarding Customer's use of the Platform will be set forth in an order form (the "Order Form"). In the event of a conflict between the terms of this Agreement and the terms of the Order Form, the terms of this Agreement shall control unless the language in the Order Form states that it is intended to supersede this Agreement.

1.2 Use of Platform

Customer may use the Platform during the Term. The Order Form sets forth the number of authorized users (each, a "User") that may access the Platform on behalf of Customer.

1.3 Service Level Agreement

Worthy shall comply with the service levels and support obligations set forth in Exhibit A (the "Service Level Agreement").

1.4 Responsibility for Users

Customer shall ensure that each of its Users uses the Platform in accordance with this Agreement. Any action by a User that is a breach of this Agreement will be deemed a breach of this Agreement by Customer.

1.5 Modifications to Platform

Worthy may modify and/or update the Platform from time to time. Worthy shall have no liability for any damage, liabilities, losses, or any other consequences that Customer, any of Customer's Users, or any other third party may incur as a result of modifications to the Platform.

2. Payment

In consideration for access to the Platform, Customer shall pay Worthy the fees set forth in the Order Form (the "Fees"). To the extent Worthy sends an invoice to Customer for Fees, all such Fees are due within 30 days of Customer's receipt of the applicable invoice. Payments not received on time are subject to a 1.5% late fee per month. To the extent Worthy fails to comply with the obligations identified in the Service Level Agreement, Customer will be entitled to financial credits identified in the Service Level Agreement.

3. Restrictions

Customer may not:

• modify, disclose, alter, translate or create derivative works of the Platform;
• sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Platform;
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source code, object code, or underlying structure, ideas, or algorithms of the Platform, in whole or in part;
• use the Platform to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions;
• use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any person, or that violates any applicable laws;
• interfere with or disable any features, functionality, or security controls of the Platform or otherwise circumvent any protection mechanisms for the Platform;
• copy, frame or mirror any part or content of the Platform;
• build a competitive product or service, or copy any features or functions of the Platform;
• interfere with or disrupt the integrity or performance of the Platform; or
• attempt to gain unauthorized access to the Platform or related systems or networks.

Worthy may temporarily suspend Customer's access to the Platform if Worthy determines or reasonably suspects that Customer has or intends to violate any provision of this Section 3 (any such temporary suspension, a "Service Suspension"). Worthy shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any third party may incur as a result of a Service Suspension, and Customer shall not be entitled to any refunds of any Fees on account of any Service Suspension.

4. Term; Termination

4.1 Term

This Agreement commences on the date set forth in the Order Form, and will continue in effect until the expiration of the Order Form (the "Initial Term"). At the end of the Initial Term, this Agreement will automatically renew for successive renewal periods of the same duration as the Initial Term (each, a "Renewal Term", and collectively with the Initial Term, the "Term") unless either party opts out of an upcoming Renewal Term by providing written notice to the other party at least thirty (30) days prior to the commencement of the upcoming Renewal Term. Worthy will notify Customer of Fee changes for a Renewal Term at least sixty (60) days prior to the commencement of that Renewal Term.

4.2 Termination for Cause

Either party may immediately terminate this Agreement upon notice if the other party (i) materially breaches this Agreement and such breach is not cured within 30 days after the breaching party receives notice of the breach from the other party, or (ii) ceases to do business in the normal course, becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within 90 days, or makes an assignment for the benefit of creditors.

4.3 Effect of Expiration or Termination

Upon expiration or termination of this Agreement, (a) Customer's right to access the Platform will terminate; (b) each party shall delete the other party's Confidential Information (except to the extent retention is required by applicable law); provided, however, that Worthy's obligations with respect to deletion of Customer Data shall be governed by the applicable Data Processing & Privacy Agreement; and (c) Customer shall pay all unpaid fees owed as of the date of expiration or termination.

5. Obligations

5.1 Compliance with Law

Each party shall comply with all applicable laws applicable to its performance of this Agreement. For the avoidance of doubt, Worthy is not a registered investment advisor and does not provide financial advice. Customer is solely responsible for Customer's compliance with all laws applicable to registered financial advisors, including, but not limited to, applicable SEC and FINRA regulations.

6. Intellectual Property and Data

6.1 Worthy Ownership

Worthy owns all right, title and interest (including intellectual property rights) in and to the Platform (collectively, the "Worthy Property").

6.2 Feedback

Customer is encouraged to provide feedback, comments, and suggestions for improvements to the Platform ("Feedback"). Any modifications to the Platform that Worthy makes based on the Feedback are deemed to be Worthy Property.

6.3 Customer Data

As between Customer and Worthy, Customer owns all documentation and data that it provides to Worthy pursuant to this Agreement (the "Customer Data"). Customer hereby grants Worthy the right to use the Customer Data as necessary during the Term to provide the Platform to Customer. Worthy's rights to process Customer Data that constitutes personal or financial information are further governed by the Data Processing & Privacy Agreement between the parties.

6.4 Anonymized Data

Customer acknowledges and agrees that Worthy may anonymize Customer Data in a manner that it can no longer reasonably be used to identify Customer or individuals ("Anonymized Data"). Customer acknowledges that the Anonymized Data does not constitute Customer Data, and Worthy may use the Anonymized Data for the purpose of improving the Platform and for any other purpose.

7. Confidentiality

7.1 Confidential Information

"Confidential Information" means any information whether written or oral that (i) is identified by the disclosing party as being confidential, or (ii) should reasonably be expected to be confidential. Customer Data is Customer's Confidential Information, but Anonymized Data is not. Confidential Information does not include information that (a) becomes generally available to the public through no fault of the receiving party, (b) was rightfully in possession of the receiving party prior to receipt, (c) is independently developed without benefit of any Confidential Information, or (d) is rightfully received from another source on a non-confidential basis.

7.2 Use and Disclosure

The receiving party shall not use or disclose any Confidential Information except to the extent necessary to perform its obligations or exercise its rights hereunder, including by disclosing Confidential Information to employees, independent contractors, and advisors who have a need to know and are bound to keep such information confidential. All confidentiality obligations will survive termination of this Agreement.

7.3 No AI Training

The receiving party shall not use any Confidential Information to train, fine-tune, retrain, improve, or otherwise develop any artificial intelligence, machine learning, or similar models, systems, or algorithms, whether directly or indirectly.

8. Representations and Warranties

8.1 Mutual

Each party represents and warrants that (a) it has the full right, power and authority to enter into this Agreement; and (b) the execution of this Agreement does not violate any agreement to which it is a party or by which it is bound.

8.2 Customer

Customer represents and warrants that it has all rights necessary to provide the Customer Data to Worthy and to grant Worthy the rights set forth in Section 6.

9. Disclaimers

9.1 General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, WORTHY'S SERVICES ARE PROVIDED "AS-IS" AND WORTHY DISCLAIMS ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PLATFORM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE).

9.2 No Financial Advice

WORTHY IS NOT A FINANCIAL ADVISOR OR TAX ADVISOR. NO INFORMATION PROVIDED BY WORTHY OR OBTAINED THROUGH THE PLATFORM IS FINANCIAL OR TAX ADVICE. THE PLATFORM MAY ONLY BE USED TO PROVIDE ASSISTANCE TO CUSTOMER. CUSTOMER IS SOLELY RESPONSIBLE FOR THE DECISIONS IT MAKES BASED ON THE INFORMATION IT OBTAINS FROM WORTHY OR THROUGH THE PLATFORM, AND FOR ANY ADVICE OR GUIDANCE THAT CUSTOMER PROVIDES TO ITS OWN CLIENTS. WORTHY MAKES NO GUARANTEE ABOUT THE ACCURACY OF INFORMATION PROVIDED BY WORTHY OR THROUGH THE PLATFORM.

10. Indemnification

10.1 By Customer

Customer shall defend and indemnify Worthy and its officers, directors, employees, contractors, and agents from and against any and all liability, damage, loss, cost, or expense, including reasonable attorneys' fees and expenses, arising out of or in connection with any claim by a third party as a result of (a) a breach of this Agreement by Customer, (b) the gross negligence or willful misconduct of Customer, or (c) Worthy's authorized use of the Customer Data.

10.2 By Worthy

Worthy shall defend and indemnify Customer and its officers, directors, employees, contractors, and agents from and against any and all liability, damage, loss, cost, or expense arising out of or relating to any claim by a third party as a result of (a) a breach of this Agreement by Worthy, or (b) the gross negligence or willful misconduct of Worthy.

10.3 Infringement Indemnity

Worthy shall defend and indemnify Customer from and against any claim by a third party resulting from the infringement or misappropriation of third party intellectual property rights by the Platform. In the event of such a claim, Worthy may (i) obtain the right for Customer to continue using the Platform; (ii) substitute the infringing component; or (iii) modify the Platform to make it non-infringing. If none of these are obtainable on commercially reasonable terms, Worthy may terminate this Agreement and refund any unused, prepaid Fees.

11. Limitation of Liability

EXCEPT FOR LIABILITIES RELATING TO INDEMNIFICATION OBLIGATIONS, FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND VIOLATIONS OF SECTION 7 (CONFIDENTIALITY), (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND (B) EACH PARTY'S CUMULATIVE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO WORTHY DURING THE 12-MONTH PERIOD PRECEDING THE CLAIM.

12. General

12.1 No Agency

Nothing in this Agreement creates an agency, franchise, joint venture, employment relationship, or partnership between the parties. The parties are and will remain independent contractors.

12.2 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision will be modified to the minimum extent necessary to make it valid and enforceable, or severed, and the remaining provisions will not be affected.

12.3 Waiver

Neither party's failure to enforce strict performance of any provision will constitute a waiver of a right to subsequently enforce such provision.

12.4 Assignment

Either party may assign this Agreement, without consent, to its successor in a merger or acquisition. Otherwise, assignment is prohibited without the consent of the other party.

12.5 Entire Agreement

This Agreement and the Order Form constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements or understandings.

12.6 Force Majeure

Neither party will be liable for any delays or failures of performance, except for payments, resulting from events beyond its reasonable control. The other party may terminate this Agreement if the Force Majeure Event continues for more than 30 days.

12.7 Dispute Resolution

The parties agree to first attempt to resolve disputes through informal resolution. If unsuccessful, disputes will be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in San Francisco, California. The prevailing party shall be entitled to costs and fees (including reasonable attorneys' fees).

12.8 Governing Law

This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

Exhibit A: Service Level Agreement

Definitions

• "Business Hours" means Monday through Friday 8:00 a.m. to 8:00 p.m. U.S. Eastern Time, excluding legal holidays.
• "Downtime" means the total number of minutes of Service Unavailability in the applicable calendar month that are not Planned Maintenance.
• "Service Unavailability" means any period during which Customer cannot log into the Platform, other than because of (i) a Force Majeure Event; (ii) actions or inactions on Customer's part; (iii) events arising from Customer's systems; or (iv) ISP or internet outages outside of Customer's control.

Service Availability

Worthy shall make the Platform available 99% or more of the time in any given calendar month. Worthy shall use commercially reasonable efforts to avoid scheduling Planned Maintenance during Business Hours. If Business Hours maintenance is required, Worthy shall provide at least 48 hours prior written notice.

Service Credits

If Service Availability for any calendar month is below 99%, Customer may claim a Service Credit applied to the next billing cycle:

In no event shall the Service Credit exceed the portion of Fees attributable to two days of the calendar month. To claim a Service Credit, Customer shall email hello@withworthy.com within 5 business days after the end of the applicable calendar month.

Issue Response

Worthy will provide technical support via email during Business Hours. Customer can notify Worthy of issues by emailing hello@withworthy.com. Worthy will provide an initial response within 24 Business Hours.