RISKPRO LICENSE AND TERMS OF USE

Terms of Use
Please read these Terms of Use (the “Agreement” or “Terms of Use”) carefully before using “RiskPro®”, which is offered by ProTools, LLC, a California limited liability company (the “Company”). This Agreement sets forth the legally binding terms and conditions for your use of the website at www.RiskProAdvisor.com and other websites maintained by the Company from time to time with respect to RiskPro® (collectively the “Site”), and the service owned and operated by the Company. By using RiskPro® and the Site in any manner, including, but not limited to, visiting or browsing the Site, you agree to be bound by this Agreement.

Summary of Service
“RiskPro®” is a proprietary web-based computer software program that aids financial advisors (which includes registered investment advisers, investment advisor representatives, broker/dealers, registered representatives and other financial professionals) in constructing portfolios centered around their clients’ loss tolerances while providing the financial advisor with numerous other risk metrics prior to portfolio implementation.

Acceptance of Terms of Use
RiskPro® and the Site are offered subject to acceptance of all of the terms and conditions contained in these Terms of Use, and all other operating rules, policies, and procedures that may be published on the Site by the Company, which are incorporated by reference. These Terms of Use apply to every user of RiskPro® and the Site. In addition, some services offered through RiskPro® or the Site may be subject to additional terms and conditions adopted by the Company. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. The Company reserves the right, at its sole discretion, to modify or replace these Terms of Use by posting the updated terms on the Site. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of RiskPro® or the Site following the posting of any changes to the Terms of Use constitutes acceptance of those changes. The Company reserves the right to change, suspend, or discontinue RiskPro® or the Site (including, but not limited to, the availability of any feature, database, or content) at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of RiskPro® or the Site without notice or liability.

Rules and Conduct
As a condition of use, you promise not to use RiskPro® or the Site for any purpose that is prohibited by the Terms of Use or law. You are responsible for all of your activity in connection with RiskPro® and the Site. You shall not, and shall not permit any third party using your account to, take any action, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract; (ii) you know is false, misleading, or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy; (iv) constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party; (vi) is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or (vii) impersonates any person or entity, including any employee or representative of the Company.

Additionally, you shall not: (i) interfere or attempt to interfere with the proper working of RiskPro®, the Site or any activities conducted on RiskPro®; (ii) bypass any measures the Company may use to prevent or restrict access to RiskPro® or the Site (or other accounts, computer systems, or networks connected to RiskPro®); (iii) run Maillist, Listserv, or any form of auto-responder or “spam” on RiskPro® or the Site; or (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site. You shall not directly or indirectly: (1) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of RiskPro® or the Site, except to the extent applicable laws specifically prohibit such restriction; (2) modify, translate, or otherwise create derivative works of any part of RiskPro® or the Site; or (3) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

Registration
You may be required to register with the Company and select a screen name (“User ID”) and password to use RiskPro®. You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account. You shall not use as a User ID, domain name, or project name any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID, domain name, and project name. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. Only you may use your User ID to access the Site. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.

License
You agree that RiskPro® and the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws and all such rights are reserved by the Company. RiskPro® and the Site are proprietary to the Company and title thereto remains in the Company. All applicable rights to copyrights, trademarks, service marks, patents, trade secrets, or other rights in RiskPro®, the Site or any modifications thereto are and shall remain in the Company. The Company grants to each user of RiskPro® and the Site a worldwide, non-exclusive, non-sub licensable and non-transferable license to use the Site and RiskPro®.

Termination
All provisions of the Terms of Use that by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability, shall be deemed to survive the termination of the License.

Warranty Disclaimer
The Company has no special relationship with or fiduciary duty to you or your clients. The Company makes no representations concerning any content on the Site, and the Company is not liable for the accuracy, copyright compliance, or legality, of material contained on RiskPro® or the Site. RiskPro® is provided “as is” and “as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. The Company, and its managers, members, employees, agents, suppliers, partners, and content providers do not warrant that: (a) RiskPro® or the Site will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through RiskPro® or the Site are free of viruses or other harmful components; or (d) the results of using RiskPro® will meet your requirements. Your use of RiskPro® and the Site are solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

The Company is not an investment advisory firm. Neither the Company nor RiskPro provides investment advice or recommendations to purchase or sell specific securities.

The Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of RiskPro® or the Site. Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of RiskPro® or the Site.

Indemnification
You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates’ employees, contractors, managers, members, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and other legal costs, that arise from or relate to your use or misuse of, or access to, RiskPro® or the Site, or otherwise from violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

Limitation of Liability
In no event shall the Company, nor its managers, members, employees, agents, partners, suppliers, or content providers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to RiskPro® or the Site (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one hundred U.S. dollars ($100.00). Some states or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

Electronic Delivery, Notice Policy, and Your Consent
By using RiskPro® and the Site, you consent to receive from the Company all communications including notices, agreements, legally required disclosures, or other information in connection with RiskPro® and the Site (collectively, “Contract Notices”) electronically. The Company may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of RiskPro® and the Site.

Governing Law
These Terms of Use (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the State of California and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its services are deemed a passive website that does not give rise to personal jurisdiction over the Company or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, managers, members, officers or shareholders, either specific or general, in any jurisdiction other than the State of California. You agree that that any and all controversies that may arise out of or relating to these Terms of Use, or your use or non-use of RiskPro® or the Site, shall be determined by an arbitration proceeding, which arbitration proceeding shall be conducted in accordance with the rules, regulations and procedures then in effect of the American Arbitration Association for commercial disputes. Any such arbitration shall be held exclusively in Orange County in the State of California. You hereby consent and submit to the personal jurisdiction of an arbitration proceeding in Orange County in the State of California for the purposes of resolving any and all such controversies, as described above. To the extent permitted by applicable law, you hereby irrevocably waive any right you may have to trial by jury, or trial in a state or federal court, in any dispute, action, or proceeding.

Integration and Severability
These Terms of Use and other referenced material are the entire agreement between you and the Company with respect to RiskPro® and the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to RiskPro® and the Site and govern the future relationship. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous
The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms of Use are personal to you, and are not assignable, transferable, or sub-licensable by you except with the Company’s prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

April 2016