Advisor Terms of Membership

By activating your Habits membership, you agree that:

• your subscription automatically renews;
• fees are non-refundable;
• you may cancel with at least ten (10) days’ notice before the next billing date;
• Habits does not guarantee held meetings, clients, assets, or revenue outcomes;
• Habits is a technology platform and does not provide investment advice.

This summary is provided for convenience only. These Advisor Terms of Membership control in the event of any inconsistency.

These Advisor Terms of Membership (“Terms”) govern your purchase and use of advisor-facing products, subscriptions, marketplace access, lead delivery features, scheduling and routing tools, engagement tools, and related services offered by Habits, Inc. (“Habits,” “we,” “our,” or “us”).

By activating a paid advisor subscription through the Habits checkout flow, clicking to accept these Terms, or otherwise accessing or using any advisor-facing Habits service, you (“Advisor,” “you,” or “your”) agree to be bound by these Terms and the Habits Privacy Policy.

If you are accepting these Terms on behalf of an advisory firm or other entity, you represent and warrant that you have authority to bind that entity, and “you” includes both the individual accepting these Terms and the applicable entity.

If you do not agree to these Terms, you may not participate in the Platform.

Habits operates a technology marketplace and platform designed to help connect consumers seeking financial guidance with independent financial advisors and advisory firms.

Advisor participation may include access to:

• placement within the Habits advisor marketplace;
• opportunities to connect with consumers who express interest in speaking with a financial advisor;
• Habits’ Engagement Engine and related outreach and intelligence tools;
• reporting, routing, scheduling, and related workflow tools; and
• other advisor-facing platform features made available from time to time.

Habits may modify, improve, suspend, remove, or update Platform features at any time.

Habits is not an investment adviser, broker-dealer, insurance producer, or fiduciary to you solely by virtue of your participation in the Platform. Habits does not provide investment advice, legal advice, tax advice, financial planning services, supervisory services, or compliance advice to you.

Habits does not recommend, endorse, rank, or evaluate advisors as suitable for any particular consumer. Placement within the Platform does not constitute a recommendation or imply quality, suitability, or performance.

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Participation in the Habits advisor marketplace requires an active paid subscription unless otherwise agreed by Habits in writing.

Subscription fees are billed in advance according to the billing plan selected at activation or otherwise communicated by Habits. Subscriptions automatically renew at the end of each billing cycle unless canceled in accordance with these Terms.

You authorize Habits and its payment processors to charge your payment method for all subscription fees, onboarding fees, feature fees, placement fees, taxes, and any other amounts due under these Terms.

All fees paid to Habits are non-refundable except where required by law. You are responsible for maintaining a valid payment method on file at all times. Chargebacks, payment disputes, reversal requests, or failure to maintain a valid payment method may result in immediate suspension or termination of Platform access, lead delivery, and related services.

Habits may change pricing prospectively upon notice.

You may cancel your subscription by providing written notice to Habits at least ten (10) days before your next billing date.

If Habits does not receive timely cancellation notice, your subscription may renew for the next billing cycle and the next charge may still be processed.

Cancellation stops future renewals only and does not entitle you to a refund for any current or prior billing period.

Consumers may interact with the Platform by completing intake forms, submitting contact information, expressing interest in speaking with a financial advisor, linking accounts where available, or otherwise engaging with Habits workflows.

Where applicable, consumers may be routed directly to an advisor’s scheduling link or otherwise introduced to the advisor through the Platform.

Habits retains sole discretion over the design and operation of the intake process, routing logic, matching methodology, profile display, advisor visibility, scheduling flow, consumer qualification logic, and distribution of consumer opportunities across the Platform.

Habits does not guarantee that any specific number of consumers will be introduced to you.

Habits may offer advisor participation under a commercial delivery framework intended to support consistent consumer introductions.

Unless Habits states otherwise in writing, the current commercial target for advisor participation is two (2) Direct-to-Calendar Bookings per billing cycle.

A “Direct-to-Calendar Booking” means a consumer who:

• completes the Habits intake process;
• is accepted by Habits as meeting Habits’ then-current qualification standards; and
• schedules directly on the advisor’s calendar through a Habits-supported workflow.

A Direct-to-Calendar Booking does not include, and Habits may exclude from count, any booking that Habits reasonably determines is:

• fraudulent;
• duplicative;
• test activity;
• generated through abuse of the Platform;
• outside the applicable campaign or qualification criteria; or
• materially impacted by advisor-side issues, including unavailability, broken scheduling links, failure to respond, or similar advisor-controlled issues.

This commercial target is a business objective only and not a guarantee of performance. Habits does not guarantee held meetings, attended meetings, client acquisition, conversion rates, assets gathered, or revenue outcomes.

Advisor subscriptions may include access to the Habits Engagement Engine and related intelligence tools.

Unless Habits states otherwise in writing, each billing cycle includes ten (10) engagement credits. Engagement credits:

• reset each billing cycle;
• do not roll over;
• are non-transferable;
• are not redeemable for cash; and
• may only be used within the Platform in the manner designated by Habits.

Habits may modify, replace, suspend, or discontinue engagement tools, workflows, and credit allocations as the Platform evolves.

If fewer than two (2) Direct-to-Calendar Bookings are delivered during a billing cycle, Habits may issue Verified Consumer Credits according to the following formula:

4 – (2 × number of Direct-to-Calendar Bookings delivered), with a minimum of zero.

Examples:

• 0 bookings delivered = 4 Verified Consumer Credits
• 1 booking delivered = 2 Verified Consumer Credits
• 2 or more bookings delivered = 0 Verified Consumer Credits

Verified Consumer Credits, if issued, allow you to access contact information for consumers that meet Habits’ then-current qualification standards and are made available by Habits through the Platform.

Verified Consumer Credits:

• are the sole and exclusive contractual remedy for any failure to meet the commercial target described in Section 6;
• have no cash value;
• are non-refundable and non-transferable; and
• may expire if not used within the time period designated by Habits.

For a consumer opportunity to qualify under Habits’ delivery framework, the consumer must provide the information Habits requires at the time of intake.

Unless Habits states otherwise, this generally includes:

• full name;
• contact information, such as email address or phone number;
• self-reported income or asset range; and
• a stated financial planning need, interest, or objective.

Habits may update qualification standards, intake criteria, scoring methodology, or ideal consumer profile definitions at any time. Habits retains sole discretion in determining whether a consumer meets its qualification standards.

Habits’ brand reputation and consumer trust are material to the operation of the Platform. You agree to interact with consumers in a professional, lawful, ethical, and respectful manner.

You agree not to engage in:

• high-pressure, manipulative, misleading, or coercive sales tactics;
• false, misleading, or exaggerated claims regarding services, expertise, fees, results, or outcomes;
• harassment or repeated unwanted contact;
• discriminatory, abusive, threatening, or offensive conduct;
• unauthorized use, resale, export, enrichment, or distribution of consumer data; or
• any conduct that creates material regulatory, consumer-protection, legal, or reputational risk for Habits.

You must comply with all applicable laws, regulations, and supervisory requirements in connection with your participation in the Platform and your interactions with consumers.

Habits may suspend or terminate your access to the Platform at any time if Habits reasonably determines that your conduct presents legal, regulatory, reputational, operational, or consumer-safety risk.

Termination under this Section does not entitle you to any refund.

Habits may receive feedback, inquiries, or complaints regarding advisor conduct, disclosures, communications, or services.

If Habits receives a complaint or otherwise becomes aware of conduct that may involve harassment, misrepresentation, privacy issues, regulatory non-compliance, or other harmful behavior, Habits may take any action it deems appropriate, including:

• temporarily suspending new introductions or lead delivery;
• restricting access to consumer data;
• requesting information, documentation, or a written response from you;
• reviewing Platform communications or account activity;
• requiring remedial action or compliance confirmation; or
• permanently removing you from the Platform.

You agree to cooperate promptly and in good faith with Habits in connection with any such review.

Habits has no obligation to mediate disputes between you and any consumer.

By participating in the Platform, you represent, warrant, and covenant that:

• you maintain all licenses, registrations, notices, approvals, and authorizations required for the services you provide;
  
• you comply, and will continue to comply, with all laws and regulations applicable to your business, including advertising, books-and-records, privacy, consumer-protection, and communications requirements;
  
• you are solely responsible for all advice, recommendations, communications, disclosures, and services you provide to consumers;
  
• your participation in the Platform does not violate any employment agreement, firm policy, supervisory restriction, branch policy, OSJ requirement, broker-dealer policy, RIA policy, or regulatory obligation applicable to you;
  
• all profile information, disclosures, marketing content, scheduling links, and other materials you provide to Habits are accurate, current, complete, and not misleading; and
  
• you will promptly notify Habits of any material event that renders your information inaccurate or creates material legal, regulatory, or reputational risk in connection with your participation on the Platform.

If you are supervised by or affiliated with a broker-dealer, registered investment adviser, insurance agency, enterprise partner, or other supervising entity, you are solely responsible for obtaining all approvals and consents required for your use of Habits, your payment arrangement with Habits, your profile content, your receipt of consumer opportunities, and your communications with consumers.

You acknowledge that Habits may receive compensation from advisors in exchange for participation in the Platform, including subscription fees, placement fees, feature fees, and access to consumer introductions.

You further acknowledge that your use of Habits may implicate advertising, endorsement, testimonial, supervisory, books-and-records, and disclosure obligations applicable to your business.

You are solely responsible for determining whether your use of Habits, your profile, your disclosures, your firm relationship, your payment arrangement with Habits, or your consumer-facing communications require any disclosure, approval, recordkeeping, or supervision under applicable law or firm policy.

Habits does not provide legal or compliance advice and does not assume responsibility for your compliance with the Investment Advisers Act of 1940, Rule 206(4)-1 thereunder, FINRA rules, state securities laws, insurance rules, privacy laws, or internal firm policies.

Nothing in these Terms appoints Habits as your supervisory principal, compliance consultant, investment adviser, broker-dealer, or fiduciary.

Habits collects and processes information in accordance with its Privacy Policy.

Any consumer information made available to you through the Platform may be used only for lawful business purposes directly related to evaluating fit, following up on the requested introduction, scheduling, compliance review, and providing lawful professional services.

You may not sell, rent, sublicense, distribute, enrich, scrape, or otherwise commercially exploit consumer information obtained through the Platform. You may not use such information for unrelated mass marketing, unlawful solicitation, or any purpose that violates applicable law.

You are solely responsible for your handling of consumer information after disclosure to you and for complying with all privacy, information security, and data-use requirements applicable to your business.

Habits maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Platform data in light of Habits’ role as a technology platform. Habits may update its safeguards and security practices from time to time.

You grant Habits a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, transmit, format, modify for presentation, and otherwise use your name, firm name, logo, biography, profile information, photos, disclosures, calendar links, and other content you provide to Habits for the purpose of operating, improving, marketing, and administering the Platform and related services.

You represent and warrant that you have all rights necessary to provide such materials and to grant the foregoing license.

Habits does not guarantee:

• held meetings;
• attended meetings;
• client acquisition;
• conversion rates;
• assets gathered;
• revenue outcomes; or
• exclusivity in any geography, channel, or consumer segment.

All Platform services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Habits disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, availability, and accuracy.

To the maximum extent permitted by law, Habits’ total aggregate liability arising out of or related to your participation in the Platform or these Terms shall not exceed the total subscription fees actually paid by you to Habits during the one (1) month immediately preceding the event giving rise to the claim.

To the maximum extent permitted by law, Habits shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, arising out of or relating to the Platform or these Terms, even if advised of the possibility of such damages.

You agree to defend, indemnify, and hold harmless Habits and its officers, directors, employees, contractors, affiliates, and agents from and against any claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your communications with consumers;
• your advice, recommendations, or services;
• your profile content, disclosures, or marketing materials;
• your regulatory non-compliance or alleged non-compliance;
• your misuse of consumer information or other data; and
• your violation of these Terms or applicable law.

Habits may suspend, restrict, or terminate your participation in the Platform at any time if:

• you violate these Terms;
• you fail to pay amounts when due;
• you fail to maintain valid payment credentials;
• you engage in conduct that creates legal, regulatory, operational, reputational, or consumer-safety risk; or
• Habits decides to discontinue or modify the relevant service offering.

Termination or suspension does not entitle you to a refund of any previously paid fees.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles.

Any action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably submits to the jurisdiction of those courts and waives any objection based on venue or forum non conveniens.

Habits may update these Terms from time to time. If Habits makes material changes, Habits will update the “Last Updated” date and may provide additional notice in its discretion.

Your continued participation in the Platform after updated Terms become effective constitutes acceptance of the updated Terms.

Habits, Inc.
info@usehabits.com