This agreement (“Agreement”) constitutes a legal agreement and are entered into by and between you and Planworth Inc.  (“us,” “we,” “us,” “our”). The terms and conditions of this Agreement, together with any documents and/or additional terms they expressly incorporate by reference, govern your access to and use and/or services offered on or through the Platform, including without limitation through the Client Discovery Tool, (described below).

BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY, FOUND AT https://planworth.wpengine.com/privacy-policy INCORPORATED HEREIN BY REFERENCE; (B) IF ENTERING INTO THESE TERMS AND CONDITIONS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND CONDITIONS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

Background

You use, or will use, Planworth Inc.’s (“Planworth”) Tax, Estate and Financial Planning platform (“Platform”). Planworth and Flinks Technology Inc. (“Flinks”) are participants in an integration arrangement whereby Planworth may enable you to make available to your clients (each, a “Client”) the option to access additional Flinks Services through the Platform, including without limitation through an application feature called “Client Discovery Tool”.

1. Unless otherwise defined herein, capitalized terms in this Agreement shall bear the meaning ascribed to same in the Agreement.

“API” means the version of the Flinks platform software development kit generally available.

“Data Source” means a single repository of information (e.g., a URL, internet site, server or document, as applicable) from which information can be extracted by Flinks.

“Client” means one of your clients.

“Client Data” means a Client’s personally identifiable account information, Set(s) of Credentials and registration information, as provided by the Client and/or retrieved by Flinks from a Data Source.

“Errors” means any bugs, defects, delays, hindrances, or other errors.

“Flinks Connect Availability” means stable access by you to the Bundled Services without substantial degradation of responsiveness.

“Flinks Services” means the application programming interfaces (including, but not limited to the API), web interfaces, and other technologies and algorithms used to perform financial data aggregation which enables individuals to connect their bank accounts with Flinks’ clients’ systems for the purpose of sharing such information, together with related and augmented services, developed, hosted and licensed by Flinks.

“Bundled Services” means Flinks Services accessible through the Platform.

“Sets of Credentials” means a set of information used to access a Data Source.

2. License and Terms of Use.

1. You are hereby granted a limited, non-transferable and non-exclusive right to use, during the term of this Agreement, the Bundled Services.
2. You hereby acknowledge that all right, title and interest in and to the Bundled Services is owned by us and Flinks. You further acknowledge that the Bundled Services constitute proprietary information and trade secrets of us and Flinks, and that the Bundled Services are protected intellectual property throughout the world (including but not limited to copyright, rights in databases, rights in trade secrets and know-how and similar laws). You acknowledge that neither your use of the Bundled Services nor any provision of this Agreement shall operate so as to transfer or convey to you or any third party any right, title or interest in or to the Bundled Services, the Platform or any associated intellectual property rights, but only a limited right of use, revocable in accordance with the terms of this Agreement.
3. If you are or have been in breach of any of the terms in this Agreement, we or Flinks shall be entitled to withdraw or suspend access (indefinitely or for such period as we or Flinks    may in our respective discretion determine) without prior notice.

3. Restrictions.

1. You are prohibited from replicating or distributing the Bundled Services or otherwise using same for any purpose other than for your expressly identified business purposes.
2. Your use of the Bundled Services shall be restricted solely to your employees, agents and independent contractors that are not competitors of Planworth or Flinks, and which agree in writing to be bound by the confidentiality provisions substantially similar to those set forth in Section 8 of this You will be fully responsible for the actions of each of your employees, professional advisors, agents and independent contractors with respect to the proper use and protection of the Bundled Services, whether or not such individual is or was acting within the scope of his or her employment or authority.
3. You will not, for yourself, any or your affiliates, or any third party: sell, license, assign, or transfer the Bundled Services; decompile, disassemble, or reverse engineer the Bundled Services; or copy the Bundled Services.
4. You will not: (i) alter any aspect of the Bundled Services; (ii) assign, or transfer, the Bundled Services to a successor in interest to substantially  all of your business to which this Agreement relates; or (iii) export, re-export or permit any third party to export or re-export the Bundled Services to any country or national thereof that is in contravention of Applicable Law, unless we have obtained the prior written authorization of Planworth and

4. Warranty

1. Planworth is solely responsible for any problems, warranty claims or other matters concerning the You acknowledge that no warranty, representation or agreement shall be deemed to be made by any person or entity other than us for your benefit, and that you are not relying upon any representation made by any person or entity other than us in entering into this Agreement. You agree that any claim, dispute or action arising out of this Agreement or otherwise related to the Bundled Services shall be brought against us only, and you shall not bring any such claim, dispute or action against any third party, including, without limitation, Flinks.
2. You acknowledge that the Bundled Services have not been prepared to meet your individual requirements, and, accordingly, neither we nor our licensors shall be liable for any failure to provide any facility or function not specified in the Bundled Services documentation. You acknowledge that it is your responsibility to ensure that the functions and facilities performed by the Bundled Services meets your requirements.

5. Client Authorizations. You acknowledge that you must enter into a Client Authorization with each Client governing the relationship between you and the Client in connection with Client’s use of the Bundled Services, including the disclosure of personal information, and any use thereof, that might be required by Flinks for purposes in accordance with this

6. Advisor Privacy Policy. You hereby represent and warrant to us that you have adopted a privacy policy that complies with all applicable privacy and personal information protection laws and regulations, and that such privacy  policy will govern the use of all Client Data by

7.Permitted Use of Client Data.

1. You shall use the Client Data solely on the Platform or within the Bundled Services and shall not display the Client Data on any other web site or with any other applications . Furthermore, you shall not repackage, redistribute, divert, license, rent, or resell Client Data to or for the benefit of any third party.
2. You shall be solely responsible for the collection of Set(s) of Credentials provided by Client for their Data Source accounts (e. login names, passwords, etc.) and passing said information to us.

8. Processing of Client Connections. You acknowledge that i) all Client connection registrations through the Flinks platform via the Bundled Services are subject to successful processing by Flinks, which shall be based on, to the extent possible, confirming the accuracy and adequacy of the registration information submitted by the Client, and ii) Flinks may at its reasonable discretion reject any such registration; provided that such rejection is based on a determination by Flinks that (a) acceptance of such a registration would result in a breach of a law, rule or regulation, (b) such registration originated from a user known or reasonably suspected to participate in hacking or to misuse the Flinks Services, or (c) such rejection is based on any other reason agreed to by

9. Flinks Use of Data. You shall acknowledge that Flinks may, during the term of the this Agreement, use Client Data internally for the sole purpose of providing and improving the Bundled Services pursuant to the terms of this Agreement.

10. Security Standards. You will comply with applicable information security requirements for financial institutions and/or third parties servicing financial institutions based on the type of confidential information received, accessed or transmitted from or to each financial institution and/or the type of access to financial institution systems.

11. Security Attestation Process. If you: i) host the Bundled Services within your broader IT systems, or ii) access the Bundled Services through a third-party application integrated with the Bundled Services, you will provide to us a summary of any security audit report(s) conducted by an independent organization detailing the scope and results of the assessment , or you will provide to us a letter from you, on the your letterhead and signed by a duly authorized signatory, that certifies the existence and viability of your security practices. For greater certainty, if you do not host or access the Bundled Services in the manner contemplated in this Section 11, you shall not be required to provide any such security attestation.
12. Client Security Breach. In the event of a security breach of your website or other material cause for reasonable concern pertaining to your security protocols in relation to the Bundled Services, you will use best efforts to inform us, within twenty-four (24) hours of such event being known by you, of the breach or cause for concern. You shall provide reasonable access to information reasonably required by us, and will make personnel available to the extent reasonably necessary to answer questions or otherwise assist us in determining the impact to the Flinks services within the Bundled Services. All information exchanged in connection with this activity shall be deemed to be the confidential information of the disclosing party. In the event of a security breach of your website, or other material cause for reasonable concern about security, reported and confirmed by you, we shall reserve the right to suspend the Bundled Services, or the Flinks platform related portion thereof, upon written notice to you until Flinks has reasonably determined that the incident does not pose a security or reputational risk to Flinks.

13. Security Breach of Services. In the event of a security breach of the Bundled Services or other material cause for reasonable concern about security as related to the Bundled Services, we will inform you, within seventy-two (72) hours of such event being known by us, of the breach or cause for concern. We, and Flinks as applicable, shall cooperate with the you in the investigation and provide all necessary material related to you and the Bundled Services to satisfy your investigation and resolution process. We, and Flinks as applicable, shall provide reasonable access to information reasonably required by you to answer questions or otherwise determine the impact to the Bundled Services and you. At conclusion of incident, we shall provide a written summary to you.

14. Operational Metrics. Flinks Connect Availability is monitored on a 24/7 basis and assessed on a monthly basis. We shall commit to deploy our best efforts to ensure 99% Flinks Connect Availability, excluding Scheduled, Emergency Maintenance and any Data Source malfunction out of our or Flinks’ control.

15. Technical Support. In the event that any Errors occur with regards to the Bundled Services, you shall report to us such Error(s) in accordance with the Severity Levels as set forth in the below table. We will take reasonable commercial efforts to respond to each Error with regards to the Bundled Services, depending on the Severity Level, within the time frames set forth in such table, starting from the time you notify us of the Error at issue:

• In the event you violate the restrictions on use, confidentiality or proprietary rights provisions set forth in this Agreement, we shall have the right to terminate the Agreement immediately. Upon the termination of the Agreement, you will immediately return to us or destroy all copies of any materials associated with the Bundled Services in your possession.

17. You will indemnify and hold us and Flinks harmless from any damages or costs incurred in any loss, claim, suit or proceeding or agreed to in settlement thereof, if the suit or proceeding is based on breach of this Agreement by you, including, without any limitation, any failure by you to obtain adequate Client permissions or provide legally sufficient disclosures regarding collection or use of Client Data, personal information, and the provision of the services contemplated under this Agreement or by you in any regard, or related to any enforcement action brought by any governmental or regulatory agency.

• Limitation of Liability.

• Disclaimer of Warranty.

EXCEPT AS EXPRESSLY SET FORTH HEREUNDER, FLINKS AND PLANWORTH MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE API AND/OR THE BUNDLED SERVICES, AND FLINKS AND PLANWORTH SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FLINKS AND PLANWORTH DO NOT WARRANT THAT ACCESS TO THE API AND/OR THE BUNDLED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

• No Consequential Damages.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER ENTITY FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA. LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, COSTS OF COVER, OR OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES, HOWSOEVER CAUSED, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SAME, AND WITHOUT REGARD TO THE NATURE OF THE CLAIM, OR UNDERLYING THEORY OR CAUSE OF LIABILITY OR ACTION.

• Limitation of Liability.

SAVE FOR CLAIMS STEMMING FROM I) ACTS OF GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD, OR II) EITHER PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, THE TOTAL LIABILITY OF EITHER PARTY (INCLUDING SUCH PARTY’S AFFILIATES, EMPLOYEES, DIRECTORS, SHAREHOLDERS AND AGENTS) STEMMING FROM OR OTHERWISE ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED ONE MILLION DOLLARS ($1,000,000).

19. Flinks as Third-Party Beneficiary. Flinks shall be a third-party beneficiary under this Agreement.

20. Protection of Rights. You acknowledge that the provisions contained in this Agreement are reasonable and necessary to protect the legitimate interests of us and its licensors, including without limitation, Flinks.