Advisor Terms of Membership

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.

These Terms govern your participation as an Advisor. In the event of any conflict or inconsistency between these Terms and the Habits Terms & Conditions, these Terms control with respect to your advisor participation, your advisor subscription and billing, Deposits and Account Credit, consumer introductions and lead delivery, and advisor-facing Platform features. The Habits Terms & Conditions continue to apply to your general access to and use of the Platform, and both documents are to be read together to the greatest extent possible.

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.

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 or as expressly provided in Section 4A (Deposits; Account Credits; Refunds). 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.

Habits may, in its discretion, permit an Advisor to prepay subscription fees by submitting a Deposit. Deposits, the resulting Account Credit, and the availability of cash refunds are governed by Section 4A.

You may cancel your subscription at any time by either of the following methods: (a) using the cancellation function in your Habits advisor dashboard at any time before the start of your next billing cycle; or (b) by providing written notice to Habits at info@usehabits.com at least ten (10) days before your next billing date.

Cancellation submitted through your advisor dashboard is effective when submitted and takes effect at the end of your then-current billing cycle. No advance notice period applies to cancellation submitted through the dashboard.

If Habits does not receive timely cancellation notice through one of the methods described above, 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.

Cancellation of your subscription is separate from a request for a cash refund of Deposit amounts. Cancelling your subscription does not by itself constitute a Refund Request, and submitting a Refund Request does not by itself cancel your subscription. Cash refunds of Deposit amounts, if any, are governed exclusively by Section 4A.

4A.1 Deposits and Immediate Credit. Habits may permit you to fund your participation in advance by submitting a deposit against subscription fees and other amounts payable under these Terms (a "Deposit"). Upon Habits' receipt and clearance of a Deposit, Habits will apply the full amount of the Deposit to your Habits account as a platform credit (an "Account Credit"). Account Credit may be applied toward subscription fees, renewal fees, and other amounts payable to Habits under these Terms, in the manner and order designated by Habits. Account Credit is subject to expiration under Section 4A.7 and has no cash value except to the extent a cash refund is expressly available under this Section 4A.

4A.2 Nonrefundable Fees. Onboarding fees, activation fees, implementation fees, setup fees, placement fees, transaction fees, payment processing fees, and any other one time fees charged in connection with establishing your participation or in connection with accepting, processing, or applying a Deposit are separate from the Deposit itself and are nonrefundable in all cases. The preceding sentence applies regardless of when you submit a Refund Request, regardless of whether any portion of your Deposit is refunded, and regardless of whether your subscription is later cancelled or terminated. Amounts described in this Section 4A.2 are excluded from the calculation of any refund under Section 4A.4.

4A.3 Refund Requests. To request a cash refund of Deposit amounts, you must submit written notice to Habits at info@usehabits.com identifying the Deposit at issue and stating that you are requesting a cash refund (a "Refund Request"). A Refund Request is effective on the date Habits receives it. Habits will review each Refund Request and determine eligibility under this Section 4A. Habits may condition any refund on your provision of information reasonably necessary to verify your identity, your authority to submit the Refund Request, the Deposit at issue, and the payment method to which funds are to be returned.

4A.4 Refund Schedule. The portion of a Deposit eligible for cash refund is determined by the number of days elapsed between the date Habits received that Deposit and the date Habits receives the corresponding Refund Request, as follows:

• 90 days or fewer: 100 percent of the Eligible Deposit Amount;
• more than 90 days and up to and including 180 days: 75 percent of the Eligible Deposit Amount;
• more than 180 days and up to and including 270 days: 50 percent of the Eligible Deposit Amount;
• more than 270 days and up to and including 365 days: 25 percent of the Eligible Deposit Amount; and
• more than 365 days: no cash refund is available.

For purposes of this Section 4A.4, "Eligible Deposit Amount" means the amount of the applicable Deposit that remains unapplied and unspent as of the date Habits receives the Refund Request. The Eligible Deposit Amount excludes all amounts described in Section 4A.2 and excludes any amounts already applied toward subscription fees or other charges attributable to billing periods that have already elapsed.

Where you have submitted more than one Deposit, each Deposit is treated separately, and the schedule set out in this Section 4A.4 is applied to each Deposit by reference to its own date of receipt.

4A.5 Effect of a Cash Refund on Account Credit. If Habits approves a Refund Request and issues a cash refund, the Account Credit associated with that Deposit is reduced by the amount of the cash refund, and the remaining balance of that Account Credit continues to be available to you and may continue to be applied toward amounts payable to Habits in accordance with these Terms, subject to expiration under Section 4A.7. You do not forfeit the portion of your Account Credit that is not paid out in cash.

If you do not submit a Refund Request, or if you withdraw a Refund Request before the corresponding refund is issued, the Account Credit associated with that Deposit remains available to you in full, subject to expiration under Section 4A.7.

For the avoidance of doubt, once more than 365 days have elapsed from the date of a Deposit, you are not entitled to any cash refund of that Deposit, and the Account Credit associated with that Deposit remains available to you in full, subject to expiration under Section 4A.7.

4A.6 Refund Payment Timing. Where Habits approves a cash refund:

• if the approved refund amount is two thousand five hundred U.S. dollars ($2,500) or less, Habits will remit the refund within thirty (30) days after the date Habits approves the Refund Request; and
• if the approved refund amount is greater than two thousand five hundred U.S. dollars ($2,500), Habits will remit the refund within sixty (60) days after the date Habits approves the Refund Request, and may remit it in one or more installments within that period.

Refunds are issued to the original payment method where reasonably practicable. Habits may set off against any refund any amounts then due and unpaid by you to Habits.

4A.7 Expiration of Account Credit. Account Credit expires if no portion of it is applied toward amounts payable to Habits for twenty-four (24) consecutive months. The twenty-four month period is measured from the later of (a) the date Habits applied the corresponding Deposit to your account as Account Credit, and (b) the date on which any portion of your Account Credit was most recently applied. Upon expiration, the remaining Account Credit is forfeited, has no value, and is not redeemable for cash. Habits will use reasonable efforts to notify you at least thirty (30) days before Account Credit is scheduled to expire, using the contact information associated with your account.

4A.8 Relationship to Other Sections. This Section 4A governs Deposits and Account Credit only. Section 3 continues to govern subscription fees that are billed and paid other than from a Deposit, and those fees remain nonrefundable except where required by law. Nothing in this Section 4A entitles you to a cash refund of engagement credits under Section 7 or of Verified Consumer Credits under Section 8, which are governed by those Sections and have no cash value.

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 will issue Verified Consumer Credits according to the following formula:

Examples:

• 0 bookings delivered = 4 Verified Consumer Credits
• 1 booking delivered = 2 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, except that any cash refund of Deposit amounts available under Section 4A remains subject to that Section.

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 greater of (a) the total subscription fees actually paid by you to Habits during the one (1) month immediately preceding the event giving rise to the claim, and (b) one hundred U.S. dollars ($100).

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.

Before terminating your participation solely on the basis of non-payment, Habits will notify you and allow five (5) business days from the date of that notice to cure the non-payment. This cure period does not apply to suspension, to restriction of lead delivery, or to termination on any other ground described in this Section 19.

Termination or suspension does not entitle you to a refund of any previously paid fees, except that any cash refund of Deposit amounts available under Section 4A remains subject to that Section.

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

Before filing a claim, the parties agree to attempt in good faith to resolve any dispute informally by written notice describing the nature of the dispute and the requested relief. If the dispute is not resolved within thirty (30) days after that notice, either party may initiate binding arbitration.

Except for claims eligible for small claims court and claims seeking injunctive or equitable relief relating to intellectual property, confidentiality, data security, or unauthorized access, any dispute arising out of or relating to these Terms or your participation in the Platform will be resolved by final and binding arbitration on an individual basis. Class actions, class arbitrations, representative actions, and jury trials are waived to the fullest extent permitted by law.

The arbitration will be administered by JAMS under its applicable commercial arbitration rules, and the arbitration will take place in Marion County, Indiana, unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of it is void or voidable.

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.

22.1 Survival. The following provisions survive any expiration or termination of these Terms or of your participation in the Platform: Section 2 (Platform Overview; Habits' Role), Section 3 (Subscription; Billing; Auto-Renewal) as to amounts accrued before termination, Section 4A (Deposits; Account Credits; Refunds), Section 13 (Marketing Rule; Disclosure; Supervisory Responsibility), Section 14 (Consumer Information; Privacy; Security), Section 15 (Advisor Content License), Section 16 (Platform Disclaimers), Section 17 (Limitation of Liability), Section 18 (Indemnification), Section 20 (Governing Law; Dispute Resolution), and this Section 22.

22.2 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will continue in full force and effect.

22.3 Entire Agreement; No Reliance. These Terms, together with the Habits Privacy Policy and any written agreement expressly signed by Habits, constitute the entire agreement between you and Habits regarding your advisor participation and supersede all prior or contemporaneous proposals, statements, projections, forecasts, demonstrations, and representations, whether written or oral. You acknowledge that you are not relying on any statement, estimate, or projection regarding lead volume, booking volume, conversion, revenue, assets gathered, or any other outcome that is not expressly stated in these Terms.

22.4 Assignment. You may not assign or transfer these Terms, your subscription, your Account Credit, or any right or obligation under these Terms, whether by operation of law or otherwise, without Habits' prior written consent. Habits may assign these Terms in whole or in part, including in connection with a merger, acquisition, financing, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

22.5 Notices. Notices to Habits under these Terms, including cancellation notices and Refund Requests, must be sent to info@usehabits.com. Habits may give notice to you by email to the address associated with your account, by posting within the Platform, or by any other reasonable means. Notice is effective on the date of receipt for notices to Habits, and on the date sent or posted for notices from Habits.

22.6 Force Majeure. Habits is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, epidemic, war, civil unrest, labor action, government action, failure of the public internet, failure or degradation of third-party services or infrastructure, cyberattack, or utility failure. This Section does not excuse your payment obligations.

22.7 No Waiver. No failure or delay by Habits in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise of a right precludes any further exercise of it. A waiver is effective only if made in writing and signed by an authorized representative of Habits.

22.8 Taxes. Fees stated by Habits are exclusive of taxes. You are responsible for all sales, use, value added, gross receipts, and similar taxes and assessments imposed on the amounts payable by you under these Terms, other than taxes based on Habits' net income. Where Habits is required to collect such taxes, they will be added to the amounts charged to your payment method.

22.9 Relationship of the Parties. You and Habits are independent contracting parties. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship, and neither party has authority to bind the other.