Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Advisor411 Inc. ("Advisor411," "we," "us," or "our") and the organization or individual ("Customer," "you," or "your") accessing or using the Advisor411 platform, data products, and related services (collectively, the "Services").

By accessing or using the Services, you represent that you have the authority to bind your organization to these Terms and that your organization agrees to be bound by them. If you do not agree to these Terms, do not access or use the Services.

Advisor411 operates a B2B intelligence platform that aggregates publicly available professional data about Canadian financial advisors and applies artificial intelligence processing to generate business intelligence, analytics, and derived insights for institutional customers.

The Services are intended exclusively for use by:

• Asset management firms and their distribution teams
• Dealer firms and their recruiting or management teams
• Other institutional parties approved by Advisor411 in writing

The Services are not intended for use by individual consumers, retail investors, or any party seeking personal information about advisors for non-business purposes. Advisor411 reserves the right to decline or terminate access for any party whose use falls outside the intended scope.

Access to the Services requires an active account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security and confidentiality of your account credentials
• Promptly notify us of any unauthorized access to your account
• Ensure that only authorized personnel within your organization access the Services under your account

You are responsible for all activity that occurs under your account, including actions taken by your employees, contractors, or agents. Advisor411 may suspend or terminate accounts that show signs of unauthorized use or security compromise.

4.1 Permitted Use

Subject to these Terms and your applicable subscription or service agreement, you may use the Services to:

• Identify, research, and prioritize Canadian financial advisors for legitimate business development purposes
• Support internal sales, distribution, and recruiting workflows
• Generate internal reports and analyses based on data accessed through the Services
• Integrate data outputs into your internal systems as permitted under your agreement with Advisor411

4.2 Prohibited Use

You must not use the Services to:

• Transmit unsolicited bulk communications (spam) to advisors or any other party
• Harass, threaten, defame, or target any individual identified through the Services
• Resell, sublicense, redistribute, or otherwise commercialize data obtained through the Services without Advisor411's prior written consent
• Scrape, extract, copy, or systematically download data from the platform beyond what is expressly permitted
• Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Services
• Use the Services in violation of applicable law, including PIPEDA, anti-spam legislation (CASL), or securities regulations
• Use the Services to build a competing product or service
• Attempt to circumvent any access controls, rate limits, or security measures

Advisor411 reserves the right to immediately suspend access and pursue all available remedies in the event of a prohibited use.

5.1 Platform and Derived Intelligence

All rights in the Advisor411 platform, software, AI models, methodologies, scoring systems, and derived intelligence outputs are owned exclusively by Advisor411 or its licensors. These Terms do not transfer any ownership interest to you. Your right to use the Services is a limited, non-exclusive, non-transferable licence that terminates upon the expiry or termination of your agreement with Advisor411.

5.2 Underlying Source Data

The underlying professional data aggregated by Advisor411 is sourced from publicly available records. Advisor411 does not claim ownership of raw public data, but does claim ownership of the selection, arrangement, processing, enrichment, and AI-generated intelligence derived from it.

5.3 Customer Data

You retain ownership of any data you upload or submit to the Services. By submitting data, you grant Advisor411 a limited licence to process that data solely to provide the Services to you. We will not use your proprietary data to train models or for any purpose beyond service delivery without your express consent.

5.4 Feedback

If you provide feedback, suggestions, or ideas regarding the Services, you grant Advisor411 an irrevocable, royalty-free licence to use and incorporate such feedback without any obligation to you.

Each party may receive confidential information from the other in connection with these Terms ("Confidential Information"). Each party agrees to: (i) hold the other's Confidential Information in strict confidence; (ii) not disclose it to third parties without prior written consent; and (iii) use it only for the purposes of performing obligations or exercising rights under these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or regulatory authority, provided that prompt notice is given to the disclosing party where legally permissible.

Customer acknowledges that the structure, scoring logic, and AI outputs of the Advisor411 platform constitute Confidential Information of Advisor411.

Access to the Services is subject to fees as set out in your applicable order form or subscription agreement. Unless otherwise stated:

• Fees are due in advance of each billing period
• All fees are in Canadian dollars and are non-refundable except as required by law or as expressly stated in your agreement
• Advisor411 may update fees upon reasonable notice prior to your next renewal period
• Late payments may result in suspension of access and will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

You are responsible for all applicable taxes, including HST/GST, in connection with your use of the Services.

8.1 Term

These Terms remain in effect for the duration of your access to the Services. Your subscription term is as set out in your order form or service agreement.

8.2 Termination by Customer

You may terminate your subscription by providing written notice in accordance with the notice period set out in your service agreement. Termination does not entitle you to a refund of prepaid fees except where expressly provided.

8.3 Termination by Advisor411

Advisor411 may suspend or terminate your access immediately upon written notice if:

• You materially breach these Terms and fail to cure such breach within 10 business days of notice
• You engage in any prohibited use as described in Section 4.2
• You become insolvent, make an assignment for the benefit of creditors, or are subject to insolvency proceedings
• Advisor411 determines, in its reasonable discretion, that continued access poses a legal, reputational, or operational risk

8.4 Effect of Termination

Upon termination: (i) all licences granted to you cease immediately; (ii) you must delete or return any data exports obtained through the Services; and (iii) all outstanding fees become immediately due and payable. Sections 5, 6, 9, 10, 11, and 12 survive termination.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ADVISOR411 MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.

Advisor411 does not warrant that:

• The data in our platform is complete, current, or error-free at all times
• The Services will be uninterrupted, timely, or free from defects
• Any specific result or outcome will be achieved through use of the Services

Data accuracy is dependent on publicly available source records. Advisor411 makes commercially reasonable efforts to maintain data quality but cannot guarantee the accuracy of third-party source data. Customers are responsible for independently verifying information before making material business decisions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADVISOR411 SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF ADVISOR411 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL ADVISOR411'S TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO ADVISOR411 IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).

Some jurisdictions do not permit the exclusion or limitation of certain damages. In such jurisdictions, Advisor411's liability is limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless Advisor411 and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services in violation of these Terms
• Your violation of applicable law, including CASL, PIPEDA, or securities regulations
• Any claim that your use of data obtained through the Services caused harm to a third party
• Any misrepresentation made by you in connection with your registration or use of the Services

12.1 Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Ontario.

12.2 Modifications

Advisor411 may update these Terms from time to time. Material changes will be communicated by email or in-platform notice at least 14 days prior to taking effect. Your continued use of the Services after the effective date of changes constitutes acceptance. If you do not agree to the updated Terms, you must cease using the Services.

12.3 Entire Agreement

These Terms, together with any applicable order form, subscription agreement, or data processing addendum, constitute the entire agreement between you and Advisor411 with respect to the Services and supersede all prior or contemporaneous representations, understandings, or agreements, whether written or oral.

12.4 Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

12.5 Waiver

Failure by either party to enforce any right or provision under these Terms shall not constitute a waiver of that right or provision.

12.6 Assignment

You may not assign or transfer your rights or obligations under these Terms without Advisor411's prior written consent. Advisor411 may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

12.7 Notices

Notices to Advisor411 should be sent to privacy@advisor411.com. Notices to you will be sent to the email address associated with your account. Notices are deemed received upon confirmation of delivery.

For questions regarding these Terms, please contact: